Common use of Discharge of Indenture Clause in Contracts

Discharge of Indenture. If at any time: (a) the Company shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated and all coupons, if any, appertaining thereto (other than (i) coupons appertaining to Bearer Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 2.07, (ii) Securities and coupons that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.09, (iii) coupons appertaining to Securities called for redemption and maturing after the relevant redemption date, whose surrender has been waived as provided in Section 3.03, and (iv) Securities and coupons for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 4.03), or (b) all such Securities of such series and, in the case of (a)(i) or (a)(ii) above, any coupons appertaining thereto not theretofore delivered to the Trustee for cancellation (i) shall have become due and payable, (ii) are by their terms to become due and payable within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company in the case of (a)(i) or (a)(iii) above shall deposit or cause to be deposited with the Trustee as trust funds the entire amount (other than moneys repaid by the Trustee or any paying agent to the Company in accordance with Section 12.04) sufficient to pay at maturity or upon redemption all Securities of such series and coupons not therefore delivered to the Trustee for cancellation, including principal (and premium, if any) and any interest due or to become due to such date of maturity or date fixed for redemption, as the case may be, and if in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company with respect to such series, then this Indenture shall cease to be of further effect with respect to the Securities of such series, and the Trustee, on demand of and at the cost and expense of the Company and subject to Section 15.05, shall execute such instruments reasonably requested by the Company acknowledging satisfaction of and discharging this Indenture with respect to the Securities of such series. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably incurred by the Trustee in connection with this Indenture or the Securities of such series. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Securities of any series or of all series, the obligations of the Company to the Trustee under Section 7.06 shall survive. The Company will deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel which together shall state that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.

Discharge of Indenture. If This Supplemental Indenture shall cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of Notes herein expressly provided for and except as further provided below), and the Trustee, on demand of and at any time: the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Supplemental Indenture, when (a) the Company shall have delivered to the Trustee for cancellation either: (1) all Securities of any series Notes theretofore authenticated and all coupons, if any, appertaining thereto delivered (other than (i) coupons appertaining to Bearer Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 2.07, (ii) Securities and coupons that Notes which have been destroyed, lost or stolen and that which have been replaced or paid as provided in Section 2.09, (iii) coupons appertaining to Securities called for redemption and maturing after the relevant redemption date, whose surrender has been waived as provided in Section 3.03, 11.04 hereof and (ivii) Securities and coupons Notes for whose payment money has monies have theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, Issuer as provided in Section 4.03), or 11.04 hereof) have been delivered to the Trustee for cancellation; or (b2) all such Securities of such series and, in the case of (a)(i) or (a)(ii) above, any coupons appertaining thereto Notes not theretofore delivered to the Trustee for cancellation (i) shall have become due and payable, (ii) are by their terms to become due and payable within one yearwhether at the Maturity Date, or otherwise, or (iiiii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemptionredemption by the Trustee in the name, and at the expense, of the Issuer, and the Company Issuer, in the case of clause (a)(i1) or (a)(iii2) above shall deposit above, has irrevocably deposited or cause caused to be irrevocably deposited with the Trustee or a Paying Agent (other than the Issuer or any of its Affiliates), as applicable, as trust funds the entire in trust cash in an amount (other than moneys repaid by the Trustee or any paying agent to the Company in accordance with Section 12.04) sufficient to pay at maturity or upon redemption all Securities of and discharge the entire indebtedness on such series and coupons Notes not therefore theretofore delivered to the Trustee for cancellation, including for principal and interest to the date of such deposit (in the case of Notes which have become due and premium, if anypayable) and any interest due or to become due to such date of maturity the Maturity Date or date fixed for redemptionRedemption Date, as the case may be; provided, and if however, that there shall not exist, on the date of such deposit, a Default or Event of Default; provided, further, that such deposit shall not result in either case a breach or violation of, or constitute a Default under, this Supplemental Indenture or any other agreement or instrument to which the Company shall also pay Issuer is a party or cause to which the Issuer is bound; (b) the Issuer has paid or caused to be paid all other sums payable hereunder by the Company with respect to such series, then this Indenture shall cease to be of further effect with respect to Issuer; and (c) the Securities of such series, and the Trustee, on demand of and at the cost and expense of the Company and subject to Section 15.05, shall execute such instruments reasonably requested by the Company acknowledging satisfaction of and discharging this Indenture with respect to the Securities of such series. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably incurred by the Trustee in connection with this Indenture or the Securities of such series. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Securities of any series or of all series, the obligations of the Company to the Trustee under Section 7.06 shall survive. The Company will deliver Issuer has delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel which together shall state Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Supplemental Indenture have been complied with. Notwithstanding the satisfaction and discharge of this Supplemental Indenture, the obligations of the Issuer to the Trustee under Section 7.06 hereof shall survive and, if monies shall have been deposited with the Trustee pursuant to subclause (2) of clause (a) of this Section 11.01, the provisions of Sections 2.06, 2.07, 2.08, and 5.01 hereof and this Article 11, shall survive until the Notes have been paid in full.

Discharge of Indenture. If This Indenture shall cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of Notes herein expressly provided for and except as further provided below), and the Trustee, on demand of and at any time: the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (a) the Company shall have delivered to the Trustee for cancellation either: (1) all Securities of any series Notes theretofore authenticated and all coupons, if any, appertaining thereto delivered (other than (i) coupons appertaining to Bearer Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 2.07, (ii) Securities and coupons that Notes which have been destroyed, lost or stolen and that which have been replaced or paid as provided in Section 2.09, (iii) coupons appertaining to Securities called for redemption and maturing after the relevant redemption date, whose surrender has been waived as provided in Section 3.03, 11.04 hereof and (ivii) Securities and coupons Notes for whose payment money has monies have theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, Issuer as provided in Section 4.03), or 11.04 hereof) have been delivered to the Trustee for cancellation; or (b2) all such Securities of such series and, in the case of (a)(i) or (a)(ii) above, any coupons appertaining thereto Notes not theretofore delivered to the Trustee for cancellation (i) shall have become due and payable, (ii) are by their terms to become due and payable within one yearwhether at the Maturity Date, or otherwise, or (iiiii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemptionredemption by the Trustee in the name, and at the expense, of the Issuer, and the Company Issuer, in the case of clause (a)(i1) or (a)(iii2) above shall deposit above, has irrevocably deposited or cause caused to be irrevocably deposited with the Trustee or a Paying Agent (other than the Issuer or any of its Affiliates), as applicable, as trust funds the entire in trust cash in an amount (other than moneys repaid by the Trustee or any paying agent to the Company in accordance with Section 12.04) sufficient to pay at maturity or upon redemption all Securities of and discharge the entire indebtedness on such series and coupons Notes not therefore theretofore delivered to the Trustee for cancellation, including for principal and interest to the date of such deposit (in the case of Notes which have become due and premium, if anypayable) and any interest due or to become due to such date of maturity the Maturity Date or date fixed for redemptionRedemption Date, as the case may be; provided, and if however, that there shall not exist, on the date of such deposit, a Default or Event of Default; provided, further, that such deposit shall not result in either case a breach or violation of, or constitute a Default under, this Indenture or any other agreement or instrument to which the Company shall also pay Issuer is a party or cause to which the Issuer is bound; (b) the Issuer has paid or caused to be paid all other sums payable hereunder by the Company with respect to such series, then this Indenture shall cease to be of further effect with respect to Issuer; and (c) the Securities of such series, and the Trustee, on demand of and at the cost and expense of the Company and subject to Section 15.05, shall execute such instruments reasonably requested by the Company acknowledging satisfaction of and discharging this Indenture with respect to the Securities of such series. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably incurred by the Trustee in connection with this Indenture or the Securities of such series. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Securities of any series or of all series, the obligations of the Company to the Trustee under Section 7.06 shall survive. The Company will deliver Issuer has delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel which together shall state Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuer to the Trustee under Section 7.06 hereof shall survive and, if monies shall have been deposited with the Trustee pursuant to subclause (2) of clause (a) of this Section 11.01, the provisions of Section 2.06, Section 2.07, Section 2.08, Section 5.01 hereof and this Article 11, shall survive until the Notes have been paid in full.

Discharge of Indenture. If at any time: (a) the Company shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated and all coupons, if any, appertaining thereto (other than (i) coupons appertaining to Bearer Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 2.07, (ii) Securities and coupons that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.09, (iii) coupons appertaining to Securities called for redemption and maturing after the relevant redemption date, whose surrender has been waived as provided in Section 3.03, and (ivii) Securities and coupons for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 4.03), or (b) all such Securities of such series and, in the case of (a)(i) or (a)(ii) above, any coupons appertaining thereto not theretofore delivered to the Trustee for cancellation (i) shall have become due and payable, or (ii) are by their terms to become due and payable within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company in the case of (a)(ib)(i), (b)(ii) or (a)(iiib)(iii) above shall deposit or cause to be deposited with the Trustee as trust funds the entire amount (other than moneys repaid by the Trustee or any paying agent to the Company in accordance with Section 12.04) sufficient to pay at maturity or upon redemption all Securities of such series and coupons not therefore delivered to the Trustee for cancellation, including principal (and premium, if any) and any interest due or to become due to such date of maturity or date fixed for redemption, as the case may be, and if in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company with respect to such series, then this Indenture shall cease to be of further effect with respect to the Securities of such series, and the Trustee, on demand of and at the cost and expense of the Company and subject to Section 15.05, shall execute such proper instruments reasonably requested by the Company acknowledging satisfaction of and discharging this Indenture with respect to the Securities of such series. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the Securities of such series. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Securities of any series or of all series, the obligations of the Company to the Trustee under Section 7.06 shall survive. The Company will deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel which together shall state that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.

Discharge of Indenture. If This Indenture shall cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of Notes herein expressly provided for and except as further provided below), and the Trustee, on demand of and at any time: the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (a) the Company shall have delivered to the Trustee for cancellation either: (1) all Securities of any series Notes theretofore authenticated and all coupons, if any, appertaining thereto delivered (other than (i) coupons appertaining to Bearer Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 2.07, (ii) Securities and coupons that Notes which have been destroyed, lost or stolen and that which have been replaced or paid as provided in Section 2.09, (iii) coupons appertaining to Securities called for redemption and maturing after the relevant redemption date, whose surrender has been waived as provided in Section 3.03, 2.07 and (ivii) Securities and coupons Notes for whose payment money has monies have theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, Issuer as provided in Section 4.03), or 11.04) have been delivered to the Trustee for cancellation; or (b2) all such Securities of such series and, in the case of (a)(i) or (a)(ii) above, any coupons appertaining thereto Notes not theretofore delivered to the Trustee for cancellation (i) shall have become due and payable, whether at the Maturity Date, or otherwise, (ii) are by their terms to will become due and payable at their Stated Maturity within one year, year or (iii) are to be called for redemption on a Redemption Date within one year under irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemptionredemption by the Trustee in the name, and at the expense, of the Issuer, and the Company Issuer, in the case of clause (a)(i2) above, has irrevocably deposited or (a)(iii) above shall deposit or cause caused to be irrevocably deposited with the Trustee or a Paying Agent (other than the Issuer or any of its Affiliates), as applicable, as trust funds the entire in trust cash in an amount (other than moneys repaid by the Trustee or any paying agent to the Company in accordance with Section 12.04) sufficient to pay at maturity or upon redemption all Securities of and discharge the entire indebtedness on such series and coupons Notes not therefore theretofore delivered to the Trustee for cancellation, including for principal and interest to the date of such deposit (in the case of Notes which have become due and premium, if anypayable) and any interest due or to become due to such date of maturity the Maturity Date or date fixed for redemptionRedemption Date, as the case may be, and if in either case ; (b) the Company shall also pay Issuer has paid or cause caused to be paid all other sums payable hereunder by the Company with respect to such series, then this Indenture shall cease to be of further effect with respect to Issuer; and (c) the Securities of such series, and the Trustee, on demand of and at the cost and expense of the Company and subject to Section 15.05, shall execute such instruments reasonably requested by the Company acknowledging satisfaction of and discharging this Indenture with respect to the Securities of such series. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably incurred by the Trustee in connection with this Indenture or the Securities of such series. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Securities of any series or of all series, the obligations of the Company to the Trustee under Section 7.06 shall survive. The Company will deliver Issuer has delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel which together shall state Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuer to the Trustee under Section 7.06 shall survive and, if monies shall have been deposited with the Trustee pursuant to sub clause (2) of clause (a) of this Section, the provisions of Sections 2.06, 2.07, 2.08, 2.09, 4.02, 4.03, 4.04, 4.07, 5.01, 5.03, 7.05, this Article 11, and, if the Notes will be paid on a Redemption Date, Article 3, shall survive and remain in full force and effect.

Discharge of Indenture. If This Indenture shall cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of Notes herein expressly provided for and except as further provided below), and the Trustee, on demand of and at any time: the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (a) the Company shall have delivered to the Trustee for cancellation either: (1) all Securities of any series Notes theretofore authenticated and all coupons, if any, appertaining thereto delivered (other than (i) coupons appertaining to Bearer Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 2.07, (ii) Securities and coupons that Notes which have been destroyed, lost or stolen and that which have been replaced or paid as provided in Section 2.09, (iii) coupons appertaining to Securities called for redemption and maturing after the relevant redemption date, whose surrender has been waived as provided in Section 3.03, 11.04 hereof and (ivii) Securities and coupons Notes for whose payment money has monies have theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, Issuer as provided in Section 4.03), or 11.04 hereof) have been delivered to the Trustee for cancellation; or (b2) all such Securities of such series and, in the case of (a)(i) or (a)(ii) above, any coupons appertaining thereto Notes not theretofore delivered to the Trustee for cancellation (i) shall have become due and payable, (ii) are by their terms to become due and payable within one yearwhether at the applicable maturity date, or otherwise, or (iiiii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemptionredemption by the Trustee in the name, and at the expense, of the Issuer, and the Company Issuer, in the case of clause (a)(i1) or (a)(iii2) above shall deposit above, has irrevocably deposited or cause caused to be irrevocably deposited with the Trustee or a Paying Agent (other than the Issuer or any of its Affiliates), as applicable, as trust funds the entire in trust cash in an amount (other than moneys repaid by the Trustee or any paying agent to the Company in accordance with Section 12.04) sufficient to pay at maturity or upon redemption all Securities of and discharge the entire indebtedness on such series and coupons Notes not therefore theretofore delivered to the Trustee for cancellation, including for principal and interest to the date of such deposit (in the case of Notes which have become due and premium, if anypayable) and any interest due or to become due to such the applicable maturity date of maturity or date fixed for redemptionRedemption Date, as the case may be; provided, and if however, that there shall not exist, on the date of such deposit, a Default or Event of Default; provided, further, that such deposit shall not result in either case a breach or violation of, or constitute a Default under, this Indenture or any other agreement or instrument to which the Company shall also pay Issuer is a party or cause to which the Issuer is bound; (b) the Issuer has paid or caused to be paid all other sums payable hereunder by the Company with respect to such series, then this Indenture shall cease to be of further effect with respect to Issuer; and (c) the Securities of such series, and the Trustee, on demand of and at the cost and expense of the Company and subject to Section 15.05, shall execute such instruments reasonably requested by the Company acknowledging satisfaction of and discharging this Indenture with respect to the Securities of such series. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably incurred by the Trustee in connection with this Indenture or the Securities of such series. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Securities of any series or of all series, the obligations of the Company to the Trustee under Section 7.06 shall survive. The Company will deliver Issuer has delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel which together shall state Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuer to the Trustee under Section 7.06 hereof shall survive and, if monies shall have been deposited with the Trustee pursuant to subclause (2) of clause (a) of this Section 11.01, the provisions of Sections 2.06, 2.07, 2.08, and 5.01 hereof and this Article 11, shall survive until the Notes have been paid in full.

Discharge of Indenture. If This Indenture shall, upon the receipt of a Company Order by the Trustee, cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of Securities herein expressly provided for) with respect to any series of Securities specified in such Company Order, and the Trustee, at any time:the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture as to such series, when (a) the Company shall have delivered to the Trustee for cancellation either: (i) all Securities of any such series theretofore authenticated and all coupons, if any, appertaining thereto delivered (other than (i) coupons appertaining to Bearer Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 2.07, (iiA) Securities and coupons that of such series which have been destroyed, lost or stolen and that which have been replaced or paid as provided in Section 2.09, (iii) coupons appertaining to Securities called for redemption and maturing after the relevant redemption date, whose surrender has been waived as provided in Section 3.03, 2.07 and (ivB) Securities and coupons of such series for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 4.03), 12.04) have been delivered to the Trustee for cancellation; or (bii) all such Securities of such series and, in the case of (a)(i) or (a)(ii) above, any coupons appertaining thereto not theretofore delivered to the Trustee for cancellation cancellation: (iA) shall have become due and payable, ; or (iiB) are by their terms to will become due and payable at their stated maturity within one year, or ; or (iiiC) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemptionredemption by the Trustee in the name, and at the expense, of the Company; and the Company or, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the Guarantor in the case of (a)(iA), (B) or (a)(iiiC) above shall deposit above, has deposited or cause caused to be deposited with the Trustee as trust funds in trust for the entire purpose an amount (other than moneys repaid by the Trustee or any paying agent to the Company in accordance with Section 12.04) sufficient to pay at maturity or upon redemption all and discharge the entire indebtedness on such Securities of such series and coupons not therefore theretofore delivered to the Trustee for cancellation, including principal (and the principal, premium, if any, interest, if any, and Additional Amounts known, at the time of such deposit, to be payable (if any) with respect to such Securities, to the date of such deposit (in the case of Securities which have become due and any interest due payable) or to become due to such date of the stated maturity or date fixed for of redemption, as the case may be, and if in either case ; (b) the Company or, with respect to any series of Securities to which the provisions of Article Fifteen shall also pay apply, the Guarantor has paid or cause caused to be paid all other sums payable hereunder by the Company with respect to such series, then this Indenture shall cease to be of further effect with respect to the Outstanding Securities of such series, and the Trustee, on demand of and at the cost and expense of ; and (c) the Company and subject to Section 15.05or, shall execute such instruments reasonably requested by the Company acknowledging satisfaction of and discharging this Indenture with respect to the Securities of such series. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably incurred by the Trustee in connection with this Indenture or the Securities of such series. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Securities of any series or of all seriesSecurities to which the provisions of Article Fifteen shall apply, the obligations of the Company to the Trustee under Section 7.06 shall survive. The Company will deliver Guarantor has delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel which together shall state Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture as to such series have been complied with. Notwithstanding the satisfaction and discharge of this Indenture with respect to any series of Securities, the following rights of the Holders and obligations of the Trustee, the Company and, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the Guarantor shall survive such satisfaction and discharge: (1) All obligations under Section 7.06; (2) If money shall have been deposited with the Trustee pursuant to subclause (ii) of clause (a) of this Section or if money or obligations shall have been deposited with or received by the Trustee pursuant to Section 13.02, all obligations under Sections 2.05, 2.07, 4.02, 4.03, 6.03, 12.02 and 12.04; (3) Any rights of Holders of the Securities of such series to require the Company or, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the Guarantor to repurchase or repay, and the obligations of the Company or, if applicable, the Guarantor to repurchase or repay, such Securities at the option of the Holders; and (4) Any rights of Holders of the Securities of such series to convert or exchange, and the obligations of the Company to convert or exchange, such Securities into Shares, securities or other property. After any such deposit, the Trustee for such series shall acknowledge in writing the discharge of the Company’s and, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the Guarantor’s obligations under the Securities of such series and this Indenture with respect to the Securities of such series except for those surviving obligations specified above.

Discharge of Indenture. If at any time: When (a) the Company shall have delivered Issuer delivers to the Trustee for cancellation all Securities of any series Notes theretofore authenticated and all coupons, if any, appertaining thereto (other than (i) coupons appertaining to Bearer Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 2.07, (ii) Securities and coupons that any other Notes which have been destroyed, lost or stolen and that in lieu of or in substitution for which other Notes have been replaced authenticated and delivered) and not theretofore canceled, or paid as provided in Section 2.09, (iii) coupons appertaining to Securities called for redemption and maturing after the relevant redemption date, whose surrender has been waived as provided in Section 3.03, and (iv) Securities and coupons for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 4.03), or (b) all such Securities of such series and, in the case of (a)(i) or (a)(ii) above, any coupons appertaining thereto Notes not theretofore canceled or delivered to the Trustee for cancellation (i) shall have become due and payable, (ii) are by their terms to become due and payable within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company in the case of (a)(i) or (a)(iii) above shall deposit or cause to be deposited Issuer deposits with the Trustee in trust or delivers to the Holders amounts in U.S. Legal Tender or U.S. Government Obligations, or, where required, ADSs or any combination thereof sufficient (calculated as trust funds set forth under the entire amount terms of this Indenture with respect to such payment) to pay at maturity, on any Tax Redemption Date, Change of Control Purchase Date, upon conversion or otherwise all of the Notes (other than moneys repaid by the Trustee any Notes which have been mutilated, destroyed, lost or any paying agent to the Company stolen and in accordance with Section 12.04lieu of or in substitution for which other Notes have been authenticated and delivered) sufficient to pay at maturity not theretofore canceled or upon redemption all Securities of such series and coupons not therefore delivered to the Trustee for cancellation, including principal (and premiumInterest, if any) and any interest , due or to become due to such date of maturity or date fixed for redemption, as the case may beand to satisfy any related obligation to deliver ADS, and if in either case the Company shall Issuer also pay pays, or cause causes to be paid paid, all other sums payable hereunder by the Company with respect to such seriesIssuer, then this Indenture shall cease to be of further effect with respect (except as to (i) rights of registration of transfer, substitution, replacement and exchange and conversion of Notes, (ii) rights hereunder of Holders to receive payments of principal of and Interest, if any, on the Securities Notes, (iii) the obligations under Section 2.03 and Section 8.05 hereof and (iv) the rights, obligations and immunities of such seriesthe Trustee hereunder), and the Trustee, on demand of the Issuer accompanied by an Officer’s Certificate and an Opinion of Counsel as required by Section 10.03 and at the Issuer’s cost and expense of the Company and subject to Section 15.05expense, shall execute such proper instruments reasonably requested by the Company acknowledging satisfaction of and discharging this Indenture with respect to Indenture; provided, however, the Securities of such series. The Company Issuer hereby agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Securities of any series or of all series, the obligations of the Company to the Trustee under Section 7.06 shall survive. The Company will deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel which together shall state that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied withNotes.

Discharge of Indenture. If This Indenture shall, upon the receipt of a Company Order by the Trustee, cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of Securities herein expressly provided for) with respect to any series of Securities specified in such Company Order, and the Trustee, at any time:the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture as to such series, when (a) the Company shall have delivered to the Trustee for cancellation either: (i) all Securities of any such series theretofore authenticated and all coupons, if any, appertaining thereto delivered (other than (i) coupons appertaining to Bearer Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 2.07, (iiA) Securities and coupons that of such series which have been destroyed, lost or stolen and that which have been replaced or paid as provided in Section 2.09, (iii) coupons appertaining to Securities called for redemption and maturing after the relevant redemption date, whose surrender has been waived as provided in Section 3.03, 2.07 and (ivB) Securities and coupons of such series for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 4.03), 12.04) have been delivered to the Trustee for cancellation; or (bii) all such Securities of such series and, in the case of (a)(i) or (a)(ii) above, any coupons appertaining thereto not theretofore delivered to the Trustee for cancellation cancellation: (iA) shall have become due and payable, ; or (iiB) are by their terms to will become due and payable at their stated maturity within one year, or ; or (iiiC) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemptionredemption by the Trustee in the name, and at the expense, of the Company; and the Company or, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the Guarantor in the case of (a)(iA), (B) or (a)(iiiC) above shall deposit above, has deposited or cause caused to be deposited with the Trustee as trust funds in trust for the entire purpose an amount (other than moneys repaid by the Trustee or any paying agent to the Company in accordance with Section 12.04) sufficient to pay at maturity or upon redemption all and discharge the entire indebtedness on such Securities of such series and coupons not therefore theretofore delivered to the Trustee for cancellation, including principal (and the principal, premium, if any, interest, if any, and Additional Amounts known, at the time of such deposit, to be payable (if any) with respect to such Securities, to the date of such deposit (in the case of Securities which have become due and any interest due payable) or to become due to such date of the stated maturity or date fixed for of redemption, as the case may be, and if in either case ; (b) the Company or, with respect to any series of Securities to which the provisions of Article Fifteen shall also pay apply, the Guarantor has paid or cause caused to be paid all other sums payable hereunder by the Company with respect to such series, then this Indenture shall cease to be of further effect with respect to the Outstanding Securities of such series, and the Trustee, on demand of and at the cost and expense of ; and (c) the Company and subject to Section 15.05or, shall execute such instruments reasonably requested by the Company acknowledging satisfaction of and discharging this Indenture with respect to the Securities of such series. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably incurred by the Trustee in connection with this Indenture or the Securities of such series. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Securities of any series or of all seriesSecurities to which the provisions of Article Fifteen shall apply, the obligations of the Company to the Trustee under Section 7.06 shall survive. The Company will deliver Guarantor has delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel which together shall state Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture as to such series have been complied with. Notwithstanding the satisfaction and discharge of this Indenture with respect to any series of Securities, the following rights of the Holders and obligations of the Trustee, the Company and, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the Guarantor shall survive such satisfaction and discharge: (1) All obligations under Section 7.06; (2) If money shall have been deposited with the Trustee pursuant to subclause (ii) of clause (a) of this Section or if money or obligations shall have been deposited with or received by the Trustee pursuant to Section 13.02, all obligations under Sections 2.05, 2.07, 4.02, 4.03, 6.03, 12.02, 12.04, and 12.05; (3) Any rights of Holders of the Securities of such series to require the Company or, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the Guarantor to repurchase or repay, and the obligations of the Company or, if applicable, the Guarantor to repurchase or repay, such Securities at the option of the Holders; and (4) Any rights of Holders of the Securities of such series to convert or exchange, and the obligations of the Company to convert or exchange, such Securities into Shares, securities or other property. After any such deposit, the Trustee for such series shall acknowledge in writing the discharge of the Company’s and, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the Guarantor’s obligations under the Securities of such series and this Indenture with respect to the Securities of such series except for those surviving obligations specified above.

Discharge of Indenture. If at any time:SECTION 8.01 Termination of the Company’s and the Guarantor’s Obligations. (a) This Indenture shall cease to be of further effect with respect to the Company Securities of a series (except that the Company’s obligations under Section 7.07, the Trustee’s and Paying Agent’s obligations under Section 8.03 and the rights, powers, protections and privileges accorded the Trustee under Article VII shall survive), and the Trustee and the Guarantor, on demand of the Company, shall execute proper instruments acknowledging the satisfaction and discharge of this Indenture with respect to the Securities of such series, when: (1) either: (A) all outstanding Securities of such series theretofore authenticated and issued (other than destroyed, lost or stolen Securities that have been replaced or paid) have been delivered to the Trustee for cancellation all Securities of any series theretofore authenticated and all coupons, if any, appertaining thereto (other than (i) coupons appertaining to Bearer Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 2.07, (ii) Securities and coupons that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.09, (iii) coupons appertaining to Securities called for redemption and maturing after the relevant redemption date, whose surrender has been waived as provided in Section 3.03, and (iv) Securities and coupons for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 4.03), cancellation; or (bB) all such outstanding Securities of such series and, in the case of (a)(i) or (a)(ii) above, any coupons appertaining thereto not theretofore delivered to the Trustee for cancellation cancellation: (i) shall have become due and payable, or (ii) are by their terms to will become due and payable at their Stated Maturity within one year, or or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemptionredemption by the Trustee in the name, and at the Company expense, of the Company, and, in the case of clause (a)(ii), (ii) or (a)(iiiiii) above shall deposit above, the Company or cause the Guarantor has irrevocably deposited or caused to be deposited with the Trustee as funds (immediately available to the Holders in the case of clause (i)) in trust funds for such purpose (x) cash in an amount, or (y) Government Obligations, maturing as to principal and interest at such times and in such amounts as will ensure the availability of cash in an amount or (z) a combination thereof, which will be sufficient without consideration of any investment of interest, in the opinion (in the case of clauses (y) and (z)) of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge the entire amount (other than moneys repaid by indebtedness on the Trustee or any paying agent to the Company in accordance with Section 12.04) sufficient to pay at maturity or upon redemption all Securities of such series for principal and coupons not therefore delivered interest to the Trustee date of such deposit (in the case of Securities which have become due and payable) or for cancellationprincipal, including principal (and premium, if any) , and any interest due to the Stated Maturity or to become due to such date of maturity or date fixed for redemptionRedemption Date, as the case may be, and if in either case ; or (C) the Company shall also pay and the Guarantor have properly fulfilled such other means of satisfaction and discharge as is specified, as contemplated by Section 2.01, to be applicable to the Securities of such series; (2) the Company or cause the Guarantor has paid or caused to be paid all other sums payable by them hereunder by the Company with respect to such series, then this Indenture shall cease to be of further effect with respect to the Securities of such series, and the Trustee, on demand of and at the cost and expense of ; and (3) the Company and subject to Section 15.05, shall execute such instruments reasonably requested by the Company acknowledging satisfaction of and discharging this Indenture with respect has delivered to the Securities of such series. The Company agrees Trustee an Officers’ Certificate stating that all conditions precedent to reimburse the Trustee for any costs or expenses thereafter reasonably incurred by the Trustee in connection with this Indenture or the Securities of such series. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Securities of any such series have been complied with, together with an Opinion of Counsel to the same effect. (b) Unless this Section 8.01(b) is specified as not being applicable to Securities of a series as contemplated by Section 2.01, the Company may, at its option, terminate certain of its and the Guarantor’s respective obligations under this Indenture (“covenant defeasance”) with respect to the Securities of a series if: (1) the Company or the Guarantor has irrevocably deposited or caused to be irrevocably deposited with the Trustee as trust funds in trust for the purpose of all making the following payments, specifically pledged as security for and dedicated solely to the benefit of the Holders of Securities of such series, (i) money in the obligations currency in which payment of the Company Securities of such series is to be made in an amount, or (ii) Government Obligations with respect to such series, maturing as to principal and interest at such times and in such amounts as will ensure the availability of money in the currency in which payment of the Securities of such series is to be made in an amount or (iii) a combination thereof, that is sufficient without consideration of any investment of interest, in the opinion (in the case of clauses (ii) and (iii)) of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay the principal of and premium (if any) and interest on all Securities of such series on each date that such principal, premium (if any) or interest is due and payable and (at the Stated Maturity thereof or upon redemption as provided in Section 8.01(e)) to pay all other sums payable by it hereunder; provided that the Trustee under Section 7.06 shall survive. The have been irrevocably instructed to apply such money and/or the proceeds of such Government Obligations to the payment of said principal, premium (if any) and interest with respect to the Securities of such series as the same shall become due; (2) the Company will deliver has delivered to the Trustee an Officer’s Officers’ Certificate stating that all conditions precedent to such covenant defeasance with respect to the Securities of such series have been complied with, and an Opinion of Counsel to the same effect; (3) no Default or Event of Default with respect to the Securities of such series shall have occurred and be continuing on the date of such deposit; (4) the Company shall have delivered to the Trustee an Opinion of Counsel from a nationally recognized counsel acceptable to the Trustee or a tax ruling to the effect that the Holders will not recognize income, gain or loss for U.S. Federal income tax purposes as a result of the Company’s exercise of its option under this Section 8.01(b) and will be subject to U.S. Federal income tax on the same amount and in the same manner and at the same times as would have been the case if such option had not been exercised; (5) the Company and the Guarantor have complied with any additional conditions specified pursuant to Section 2.01 to be applicable to the discharge of Securities of such series pursuant to this Section 8.01; and (6) such deposit and discharge shall not cause the Trustee to have a conflicting interest as defined in TIA Section 310(b). In such event, this Indenture shall cease to be of further effect (except as set forth in this paragraph), and the Trustee and the Guarantor, on demand of the Company, shall execute proper instruments acknowledging satisfaction and discharge under this Indenture. However, the Company’s and the Guarantor’s respective obligations in Sections 2.05, 2.06, 2.07, 2.08, 2.09, 4.01, 4.02, 7.07, 7.08, 8.04 and 10.01, the Trustee’s and Paying Agent’s obligations in Section 8.03 and the rights, powers, protections and privileges accorded the Trustee under Article VII shall survive until all Securities of such series are no longer outstanding. Thereafter, only the Company’s obligations in Section 7.07 and the Trustee’s and Paying Agent’s obligations in Section 8.03 shall survive with respect to Securities of such series. After such irrevocable deposit made pursuant to this Section 8.01(b) and satisfaction of the other conditions set forth herein, the Trustee upon request shall acknowledge in writing the discharge of the Company’s and the Guarantor’s obligations under this Indenture with respect to the Securities of such series except for those surviving obligations specified above. In order to have money available on a payment date to pay principal of or premium (if any) or interest on the Securities, the Government Obligations shall be payable as to principal or interest on or before such payment date in such amounts as will provide the necessary money. Government Obligations shall not be callable at the issuer’s option. (c) If the Company and the Guarantor have previously complied or are concurrently complying with Section 8.01(b) (other than any additional conditions specified pursuant to Section 2.01 that are expressly applicable only to covenant defeasance) with respect to Securities of a series, then, unless this Section 8.01(c) is specified as not being applicable to Securities of such series as contemplated by Section 2.01, the Company may elect that its and the Guarantor’s respective obligations to make payments with respect to Securities of such series be discharged (“legal defeasance”), if: (1) no Default or Event of Default under clauses (5) and (6) of Section 6.01 hereof shall have occurred at any time during the period ending on the 91st day after the date of deposit contemplated by Section 8.01(b) (it being understood that this condition shall not be deemed satisfied until the expiration of such period); (2) unless otherwise specified with respect to Securities of such series as contemplated by Section 2.01, the Company has delivered to the Trustee an Opinion of Counsel from a nationally recognized counsel acceptable to the Trustee to the effect referred to in Section 8.01(b)(4) with respect to such legal defeasance, which together shall state opinion is based on (i) a private ruling of the Internal Revenue Service addressed to the Company, (ii) a published ruling of the Internal Revenue Service pertaining to a comparable form of transaction or (iii) a change in the applicable federal income tax law (including regulations) after the date of this Indenture; (3) the Company and the Guarantor have complied with any other conditions specified pursuant to Section 2.01 to be applicable to the legal defeasance of Securities of such series pursuant to this Section 8.01(c); and (4) the Company has delivered to the Trustee a Company Request requesting such legal defeasance of the Securities of such series and an Officers’ Certificate stating that all conditions precedent herein provided for relating with respect to such legal defeasance of the satisfaction and discharge Securities of this Indenture such series have been complied with, together with an Opinion of Counsel to the same effect. In such event, the Company and the Guarantor will be discharged from their respective obligations under this Indenture and the Securities of such series to pay principal of, premium (if any) and interest on, and any Additional Amounts with respect to, Securities of such series, the Company’s and the Guarantor’s respective obligations under Sections 4.01, 4.02 and 10.01 shall terminate with respect to such Securities, and the entire indebtedness of the Company evidenced by such Securities and of the Guarantor evidenced by the related Guarantees shall be deemed paid and discharged. (d) If and to the extent additional or alternative means of satisfaction, discharge or defeasance of Securities of a series are specified to be applicable to such series as contemplated by Section 2.01, each of the Company and the Guarantor may terminate any or all of its obligations under this Indenture with respect to Securities of a series and any or all of its obligations under the Securities of such series if it fulfills such other means of satisfaction and discharge as may be so specified, as contemplated by Section 2.01, to be applicable to the Securities of such series. (e) If Securities of any series subject to subsections (a), (b), (c) or (d) of this Section 8.01 are to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption provisions or in accordance with any mandatory or optional sinking fund provisions, the terms of the applicable trust arrangement shall provide for such redemption, and the Company shall make such arrangements as are reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company.

Discharge of Indenture. If at any time: (a) the Company shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated and all coupons, if any, appertaining thereto (other than (i) coupons appertaining to Bearer Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 2.07, (ii) Securities and coupons that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.09, (iii) coupons appertaining to Securities called for redemption and maturing after the relevant redemption date, whose surrender has been waived as provided in Section 3.03, and (iv) Securities and coupons for whose payment money has theretofore been deposited in trust or segregated and held in trust all Bonds secured by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 4.03), or (b) all such Securities of such series and, in the case of (a)(i) or (a)(ii) above, any coupons appertaining thereto not theretofore delivered to the Trustee for cancellation (i) shall this Indenture have become due and payablepayable or irrevocable instructions to redeem the Bonds or pay them at maturity have been given by the Authority to the Trustee, and (ii) are by their terms to become due the Trustee holds cash or noncallable Government Obligations or Government Certificates the principal of and payable within one year, or interest on which at maturity will be sufficient (iiiA) are to be if Bonds have been called for redemption, to redeem in accordance with the relevant Sections of this Indenture all such Bonds on the date set for such redemption, (B) to pay at maturity all Outstanding Bonds not called for redemption, (C) to pay interest accruing on all Bonds until their redemption within one year under arrangements satisfactory or payment at maturity, and (D) unless otherwise provided for, to pay the Trustee its reasonable fees and expenses, including the costs and expenses of canceling and discharging this Indenture, the Trustee will cancel and discharge the lien of this Indenture and execute and deliver to the Authority such instruments in writing as will be required to release such lien, and assign and deliver to the Authority any property subject to this Indenture which may then be in its possession, except funds or securities in which such funds are invested which are held by the Trustee for the giving payment of notice the principal of redemption, and the Company in the case of (a)(i) or (a)(iii) above shall deposit or cause to be deposited with the Trustee as trust funds the entire amount (other than moneys repaid by the Trustee or any paying agent to the Company in accordance with Section 12.04) sufficient to pay at maturity or upon redemption all Securities of such series and coupons not therefore delivered to the Trustee for cancellation, including principal (and premium, if any) and any interest due or to become due to such date of maturity or date fixed for redemption, as the case may be, and if interest on the Bonds. In the event that all of the Bonds secured by this Indenture are paid or deemed paid in either case accordance with the Company shall also pay or cause to be paid all other sums payable hereunder by the Company with respect to such seriesterms of this Indenture, then the right and interest of the Trustee in and to the trust estate created by this Indenture shall and all covenants, agreements and other obligations of the Authority to the Owners will cease and be discharged and satisfied. In the event any Bonds are paid or deemed paid in accordance with the terms of this Indenture, then such Bonds will cease to be of further effect with respect entitled to the Securities of such seriesany lien, and the Trustee, on demand of and at the cost and expense of the Company and subject to Section 15.05, shall execute such instruments reasonably requested by the Company acknowledging satisfaction of and discharging benefit or security under this Indenture with respect (other than the right to the Securities of such series. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably incurred by the Trustee in connection with this Indenture or the Securities of such series. Notwithstanding the satisfaction receive payment and discharge of this Indenture with respect to the Securities of any series or of certain rights regarding registration and transfer) and all seriescovenants, the agreements and other obligations of the Company Authority to the Trustee under Section 7.06 shall survive. The Company Owners of such Bonds will deliver to the Trustee an Officer’s Certificate cease and an Opinion of Counsel which together shall state that all conditions precedent herein provided for relating to the satisfaction be discharged and discharge of this Indenture have been complied withsatisfied.

Discharge of Indenture. If at any time: When (a) the Company shall have delivered deliver to the Trustee for cancellation all Securities of any series theretofore authenticated and all coupons, if any, appertaining thereto (other than (i) coupons appertaining to Bearer any Securities surrendered for exchange for Registered Securities and maturing after of such exchange, whose surrender is not required or has been waived as provided in Section 2.07, (ii) Securities and coupons that series which shall have been destroyed, lost or stolen and that or in lieu of or in substitution for which other Securities shall have been replaced authenticated and delivered) and not theretofore canceled, or paid as provided in Section 2.09, (iii) coupons appertaining to Securities called for redemption and maturing after the relevant redemption date, whose surrender has been waived as provided in Section 3.03, and (iv) Securities and coupons for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 4.03), or (b) all such the Securities of such any series and, in the case of (a)(i) or (a)(ii) above, any coupons appertaining thereto not theretofore canceled or delivered to the Trustee for cancellation (i) shall have become due and payable, (ii) or are by their terms to become due and payable within one year, year or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company in the case of (a)(i) or (a)(iii) above shall deposit or cause to be deposited with the Trustee as trust Trustee, in trust, funds the entire amount (other than moneys funds repaid by the Trustee or any paying agent to the Company in accordance with Section 12.0413.04) sufficient to pay at maturity or upon redemption all of the Securities of such series (other than any Securities of such series which shall have been mutilated, destroyed, lost or stolen and coupons in lieu of or in substitution for which other Securities shall have been authenticated and delivered or which shall have been paid) not therefore theretofore canceled or delivered to the Trustee for cancellation, including principal (and premium, if any) , and any interest interest, if any, due or to become due to such date of maturity or date fixed for redemptionredemption date, as the case may be, and if in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company with respect to such seriesCompany, then this Indenture shall cease to be of further effect with respect to the Securities of such series, and the Trustee, on demand of the Company accompanied by an Officers' Certificate and an Opinion of Counsel as required by Section 16.07 and at the cost and expense of the Company and subject to Section 15.05Company, shall execute such proper instruments reasonably requested by the Company acknowledging satisfaction of and discharging this Indenture with respect to the Securities of such series. The Company agrees , the Company, however, hereby agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Securities of any series or of all series, the obligations of the Company to the Trustee under Section 7.06 shall survive. The Company will deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel which together shall state that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied withSecurities.

Discharge of Indenture. If This Indenture will be discharged and will cease to be of further effect as to a series of Securities and Guarantees, and the Trustee, at any timethe expense of the Issuer, will execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to such series of Securities and the associated Guarantees when all amounts due to the Trustee shall have been paid and either: (a1) the Company shall have delivered Issuer delivers to the Trustee for cancellation all outstanding Securities of any such series theretofore authenticated and all coupons, if any, appertaining thereto issued under this Indenture (other than (i) coupons appertaining to Bearer Securities surrendered for exchange for Registered Securities and maturing after of such exchange, whose surrender is not required or has been waived as provided in Section 2.07, (ii) Securities and coupons that series which have been destroyed, lost or stolen and that which have been replaced or paid as provided in Section 2.09, (iii) coupons appertaining to Securities called for redemption and maturing after the relevant redemption date, whose surrender has been waived as provided in Section 3.03, 2.09 hereof and (ivii) Securities and coupons of such series for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company Issuer and thereafter repaid to the Company Issuer or discharged from such trust, as provided in Section 4.03), ) for cancellation; or (b2) (a) all such Securities of such series and, in the case of outstanding under this Indenture (a)(iI) or (a)(ii) above, any coupons appertaining thereto not theretofore delivered to the Trustee for cancellation (i) shall have become due and payable, whether at maturity or as a result of the sending of a notice of redemption, or (iiII) are by their terms to will become due and payable within one year, or (iii) are to be called for redemption within one year year, under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemptionredemption by the Trustee in the name, and at the expense, of the Issuer, and the Company Issuer or any Guarantor irrevocably deposits with the Paying Agent such amounts as will be sufficient, in the case opinion of (a)(i) or (a)(iii) above shall deposit or cause to be deposited with the Trustee as trust funds the entire amount (other than moneys repaid by the Trustee or any paying agent a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Company in accordance with Section 12.04) sufficient Trustee, to pay at maturity or upon redemption all the principal of, premium, if any, and interest on the Securities of such series outstanding under this Indenture on the maturity date or on the applicable optional redemption date, as the case may be; (b) no Default or Event of Default shall have occurred and coupons be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit shall not therefore result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound; (c) the Issuer or any Guarantor has paid or caused to be paid all sums payable by the Issuer or any Guarantor under this Indenture with respect to such series of Securities; and (d) the Issuer have delivered (I) irrevocable instructions to the Trustee for cancellation, including principal (and premium, if any) and any interest due or under this Indenture to become due to apply the deposited money toward the payment of the Securities of such date of series at maturity or date fixed for redemptionthe redemption date, as the case may be, and if in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company with respect to such series, then this Indenture shall cease to be of further effect with respect to the Securities of such series, and the Trustee, on demand of and at the cost and expense of the Company and subject to Section 15.05, shall execute such instruments reasonably requested by the Company acknowledging satisfaction of and discharging this Indenture with respect to the Securities of such series. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably incurred by the Trustee in connection with this Indenture or the Securities of such series. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Securities of any series or of all series, the obligations of the Company to the Trustee under Section 7.06 shall survive. The Company will deliver to the Trustee (II) an Officer’s Certificate and an Opinion of Counsel which together shall state each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied withwith and that such satisfaction and discharge does not result in a default under any agreement or instrument then known to such counsel which binds or affects the Issuer. The Trustee shall acknowledge satisfaction and discharge of this Indenture with respect to such series of Securities on demand of and at the expense of the Issuer. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuer in Article Two and in Sections 4.01, 4.02, 7.07, 9.05 and 9.06 shall survive such satisfaction and discharge.

Discharge of Indenture. If This Indenture shall cease to be of further effect (except as to any surviving rights of exchange, registration of transfer or exchange of Securities herein expressly provided for and except as further provided below), and the Trustee, on demand of and at any time: the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (a) the Company shall have delivered to the Trustee for cancellation either: (1) all Securities of any series theretofore authenticated and all coupons, if any, appertaining thereto delivered (other than (i) coupons appertaining to Bearer Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 2.07, (ii) Securities and coupons that which have been destroyed, lost or stolen and that which have been replaced or paid as provided in Section 2.09, (iii) coupons appertaining to Securities called for redemption and maturing after the relevant redemption date, whose surrender has been waived as provided in Section 3.03, 2.09 and (ivii) Securities and coupons for whose payment money has monies have theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, Issuer as provided in Section 4.03), or 9.04) have been delivered to the Trustee for cancellation; or (b2) all such Securities of such series and, in the case of (a)(i) or (a)(ii) above, any coupons appertaining thereto not theretofore delivered to the Trustee for cancellation (i) shall have become due and payable, (ii) are by their terms to become due and payable within one yearwhether at the Final Maturity Date, the Redemption Date, the Change in Control Purchase Date or the Repurchase Date or upon exchange or otherwise, or (iiiii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemptionredemption by the Trustee in the name, and at the expense, of the Issuer, and the Company Issuer or a Guarantor, in the case of clause (a)(i1) or (a)(iii2) above shall deposit above, has irrevocably deposited or cause caused to be irrevocably deposited with the Trustee a Paying Agent or the Exchange Agent (other than the Issuer or any of its Affiliates), as applicable, as trust funds in trust cash and/or shares of Common Stock (as applicable under the entire terms of the Indenture) in an amount (other than moneys repaid by the Trustee or any paying agent to the Company in accordance with Section 12.04) sufficient to pay at maturity or upon redemption all and discharge the entire indebtedness on such Securities of such series and coupons not therefore theretofore delivered to the Trustee for cancellation, including for principal and interest to the date of such deposit (in the case of Securities which have become due and premium, if anypayable) and any interest due or to become due to such the Final Maturity Date, the Redemption Date, or Repurchase Date, as the case may be; provided that there shall not exist, on the date of maturity such deposit, an Event of Default; provided, further, that such deposit shall not result in a breach or date fixed for redemptionviolation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Issuer or any Guarantor is a party or to which the Issuer or any Guarantor, as the case may be, and if in either case is bound; (b) the Company shall also pay Issuer or cause any Guarantor has paid or caused to be paid all other sums payable hereunder by the Company with respect to such series, then this Indenture shall cease to be of further effect with respect to the Securities of such series, and the Trustee, on demand of and at the cost and expense of the Company and subject to Section 15.05, shall execute such instruments reasonably requested by the Company acknowledging satisfaction of and discharging this Indenture with respect to the Securities of such series. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably incurred by the Trustee in connection with this Indenture Issuer or the Securities of such series. Notwithstanding Guarantors, as the satisfaction case may be; and discharge of this Indenture with respect to (c) the Securities of any series or of all series, the obligations of the Company to the Trustee under Section 7.06 shall survive. The Company will deliver Issuer has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel which together shall state stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuer to the Trustee under Section 8.07 shall survive and, if monies shall have been deposited with the Trustee pursuant to subclause (2) of clause (a) of this Section, the provisions of Sections 2.05, 2.08, 2.09, 3.05, 3.06, 5.01, 5.02 and this Article 9 shall survive until the Securities have been paid in full.

Discharge of Indenture. If This Supplemental Indenture shall cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of Notes herein expressly provided for and except as further provided below), and the Trustee, on demand of and at any timethe expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Supplemental Indenture, when (a) either: (a1) the Company shall have delivered to the Trustee for cancellation all Securities of any series Notes theretofore authenticated and all coupons, if any, appertaining thereto delivered (other than (i) coupons appertaining to Bearer Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 2.07, (ii) Securities and coupons that Notes which have been destroyed, lost or stolen and that which have been replaced or paid as provided in Section 2.09, (iii) coupons appertaining to Securities called for redemption and maturing after the relevant redemption date, whose surrender has been waived as provided in Section 3.03, 11.04 hereof and (ivii) Securities and coupons Notes for whose payment money has monies have theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, Issuer as provided in Section 4.03), or 11.04 hereof) have been delivered to the Trustee for cancellation; or (b2) all such Securities of such series and, in the case of (a)(i) or (a)(ii) above, any coupons appertaining thereto Notes not theretofore delivered to the Trustee for cancellation (i) shall have become due and payable, (ii) are by their terms to become due and payable within one yearwhether at the Maturity Date, or otherwise, or (iiiii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemptionredemption by the Trustee in the name, and at the expense, of the Issuer, and the Company Issuer, in the case of clause (a)(i1) or (a)(iii2) above shall deposit above, has irrevocably deposited or cause caused to be irrevocably deposited with the Trustee or a Paying Agent (other than the Issuer or any of its Affiliates), as applicable, as trust funds the entire in trust cash in an amount (other than moneys repaid by the Trustee or any paying agent to the Company in accordance with Section 12.04) sufficient to pay at maturity or upon redemption all Securities of and discharge the entire indebtedness on such series and coupons Notes not therefore theretofore delivered to the Trustee for cancellation, including for principal and interest to the date of such deposit (in the case of Notes which have become due and premium, if anypayable) and any interest due or to become due to such date of maturity the Maturity Date or date fixed for redemptionRedemption Date, as the case may be; provided, and if however, that there shall not exist, on the date of such deposit, a Default or Event of Default; provided, further, that such deposit shall not result in either case a breach or violation of, or constitute a Default under, this Supplemental Indenture or any other agreement or instrument to which the Company shall also pay Issuer is a party or cause to which the Issuer is bound; (b) the Issuer has paid or caused to be paid all other sums payable hereunder by the Company with respect to such series, then this Indenture shall cease to be of further effect with respect to Issuer; and (c) the Securities of such series, and the Trustee, on demand of and at the cost and expense of the Company and subject to Section 15.05, shall execute such instruments reasonably requested by the Company acknowledging satisfaction of and discharging this Indenture with respect to the Securities of such series. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably incurred by the Trustee in connection with this Indenture or the Securities of such series. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Securities of any series or of all series, the obligations of the Company to the Trustee under Section 7.06 shall survive. The Company will deliver Issuer has delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel which together shall state Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Supplemental Indenture have been complied with. Notwithstanding the satisfaction and discharge of this Supplemental Indenture, the obligations of the Issuer to the Trustee under Section 7.06 hereof shall survive and, if monies shall have been deposited with the Trustee pursuant to subclause (2) of clause (a) of this Section 11.01, the provisions of Sections 2.06, 2.07, 2.08, and 5.01 hereof and this Article 11, shall survive until the Notes have been paid in full.

Discharge of Indenture. If at any timeWhen: (a) the Company shall have delivered deliver to the Trustee for cancellation all Securities of any series theretofore authenticated and all coupons, if any, appertaining thereto (other than (i) coupons appertaining to Bearer any Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 2.07, (ii) Securities and coupons that have been destroyed, lost or stolen and that in lieu of or in substitution for which other Securities shall have been replaced or paid as provided in Section 2.09, (iiiauthenticated and delivered) coupons appertaining to Securities called for redemption and maturing after the relevant redemption date, whose surrender has been waived as provided in Section 3.03, and (iv) Securities and coupons for whose payment money has not theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 4.03), canceled; or (b) all such the Securities of such series and, in the case of (a)(i) or (a)(ii) above, any coupons appertaining thereto not theretofore canceled or delivered to the Trustee for cancellation (i) shall have become due and payable, (ii) or are by their terms to become due and payable within one year, year or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company in the case of (a)(i) or (a)(iii) above shall deposit or cause to be deposited with the Trustee Trustee, or deliver to the Holders, as trust funds applicable, in trust, cash or U.S. Government Obligations or a combination thereof sufficient to pay, whether at the entire amount Maturity Date or with respect to any Fundamental Change Purchase Date or Redemption Date in connection with the purchase, conversion or redemption of all of the outstanding Securities (other than moneys repaid by the Trustee any Securities that shall have been mutilated, destroyed, lost or any paying agent to the Company stolen and in accordance with Section 12.04) sufficient to pay at maturity lieu of or upon redemption in substitution for which other Securities shall have been authenticated and delivered), all Securities of such series amounts due and coupons not therefore delivered to the Trustee for cancellation, including principal (and premium, if any) and any interest due payable or to become due to such date of maturity or date fixed for redemptionand payable, accompanied by a verification report, as to the case may besufficiency of the deposited amount, from an independent certified accountant or other financial professional satisfactory to the Trustee, and if in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company with respect to such seriesCompany, then this First Supplemental Indenture shall cease to be of further effect (except as to (i) remaining rights of registration of transfer, substitution and exchange and conversion of Securities, (ii) rights hereunder of Holders to receive payments of principal of and interest (including Additional Interest, if any) on, the Securities and the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to the Securities amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of such seriesthe Trustee hereunder), and the Trustee, on written demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel as required by Section 1.04 and at the cost and expense of the Company and subject to Section 15.05Company, shall execute such proper instruments reasonably requested by the Company acknowledging satisfaction of and discharging this Indenture with respect to First Supplemental Indenture; the Securities of such series. The Company Company, however, hereby agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this First Supplemental Indenture or the Securities of such series. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Securities of any series or of all series, the obligations of the Company to the Trustee under Section 7.06 shall survive. The Company will deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel which together shall state that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied withSecurities.

Discharge of Indenture. If This Indenture shall cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of Notes herein expressly provided for and except as further provided below), and the Trustee, on demand of and at any time: the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (a) the Company shall have delivered to the Trustee for cancellation either: (1) all Securities of any series Notes theretofore authenticated and all coupons, if any, appertaining thereto delivered (other than (i) coupons appertaining to Bearer Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 2.07, (ii) Securities and coupons that Notes which have been destroyed, lost or stolen and that which have been replaced or paid as provided in Section 2.09, (iii) coupons appertaining to Securities called for redemption and maturing after the relevant redemption date, whose surrender has been waived as provided in Section 3.03, 11.04 and (ivii) Securities and coupons Notes for whose payment money has monies have theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, Issuer as provided in Section 4.03), or 11.04) have been delivered to the Trustee for cancellation; or (b2) all such Securities of such series and, in the case of (a)(i) or (a)(ii) above, any coupons appertaining thereto Notes not theretofore delivered to the Trustee for cancellation (i) shall have become due and payable, whether at the Maturity Date, or otherwise, (ii) are by their terms to will become due and payable at their Stated Maturity within one year, year or (iii) are to be called for redemption on a Redemption Date within one year under irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemptionredemption by the Trustee in the name, and at the expense, of the Issuer, and the Company Issuer, in the case of clause (a)(i2) above, has irrevocably deposited or (a)(iii) above shall deposit or cause caused to be irrevocably deposited with the Trustee or a Paying Agent (other than the Issuer or any of its Affiliates), as applicable, as trust funds the entire in trust cash in an amount (other than moneys repaid by the Trustee or any paying agent to the Company in accordance with Section 12.04) sufficient to pay at maturity or upon redemption all Securities of and discharge the entire indebtedness on such series and coupons Notes not therefore theretofore delivered to the Trustee for cancellation, including for principal and interest to the date of such deposit (in the case of Notes which have become due and premium, if anypayable) and any interest due or to become due to such date of maturity the Maturity Date or date fixed for redemptionRedemption Date, as the case may be, and if in either case ; (b) the Company shall also pay Issuer has paid or cause caused to be paid all other sums payable hereunder by the Company with respect to such series, then this Indenture shall cease to be of further effect with respect to Issuer; and (c) the Securities of such series, and the Trustee, on demand of and at the cost and expense of the Company and subject to Section 15.05, shall execute such instruments reasonably requested by the Company acknowledging satisfaction of and discharging this Indenture with respect to the Securities of such series. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably incurred by the Trustee in connection with this Indenture or the Securities of such series. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Securities of any series or of all series, the obligations of the Company to the Trustee under Section 7.06 shall survive. The Company will deliver Issuer has delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel which together shall state Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuer to the Trustee under Section 7.06 shall survive and, if monies shall have been deposited with the Trustee pursuant to subclause (2) of clause (a) of this Section, the provisions of Sections 2.06, 2.07, 2.08, 2.09, 4.02, 4.03, 4.04, 4.07, 5.01, 5.03, 7.05 this Article 11, and, if the Notes will be paid on a Redemption Date, Article 3, shall survive and remain in full force and effect.

Discharge of Indenture. If at any time: The Issuers and the Guarantors may terminate their obligations under this Indenture, except the obligations referred to in the last paragraph of this Section 9.1 when (a1) the Company shall either: (A) all Notes theretofore authenticated and delivered have been delivered to the Trustee for cancellation all Securities of any series theretofore authenticated and all couponscancellation, if any, appertaining thereto or (other than (i) coupons appertaining to Bearer Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 2.07, (ii) Securities and coupons that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.09, (iii) coupons appertaining to Securities called for redemption and maturing after the relevant redemption date, whose surrender has been waived as provided in Section 3.03, and (iv) Securities and coupons for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 4.03), or (bB) all such Securities of such series and, in the case of (a)(i) or (a)(ii) above, any coupons appertaining thereto Notes not theretofore delivered to the Trustee for cancellation (i) shall have become due and payable, or (ii) are by their terms to will become due and payable within one year, 60 days or (iii) are to be called for redemption within one year 60 days (a "Discharge") under irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemptionredemption by the Trustee in the name, and at the expense, of the Issuers, and the Company in the case of (a)(i) Issuers have irrevocably deposited or (a)(iii) above shall deposit or cause caused to be deposited with the Trustee as trust funds the entire in an amount (other than moneys repaid by the Trustee or any paying agent to the Company in accordance with Section 12.04) sufficient to pay at maturity or upon redemption all Securities of such series and coupons discharge the entire indebtedness on the Notes, not therefore theretofore delivered to the Trustee for cancellation, including principal (and for principal, premium, if any) , Redemption Price of, and any accrued interest due on, the Notes to the Stated Maturity or to become due to such date of maturity redemption; (2) the Issuers have paid or date fixed for redemption, as the case may be, and if in either case the Company shall also pay or cause caused to be paid all other sums then due and payable hereunder by the Company with respect Issuers; and (3) the Issuers have delivered to such seriesthe Trustee an Officers' Certificate and an Opinion of Counsel, then each stating that all conditions precedent under this Indenture shall cease to be of further effect with respect relating to the Securities Discharge of this Indenture have been complied with. After such series, delivery the Trustee upon request shall acknowledge in writing the satisfaction and discharge of the Issuers' and the TrusteeGuarantors' obligations under the Notes, on demand of the Guarantees and at the cost and expense of the Company and subject to Section 15.05, shall execute such instruments reasonably requested by the Company acknowledging satisfaction of and discharging this Indenture with respect to the Securities of such series. The Company agrees to reimburse the Trustee except for any costs or expenses thereafter reasonably incurred by the Trustee in connection with this Indenture or the Securities of such seriesthose surviving obligations specified below. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Securities of any series or of all seriesIndenture, the obligations of the Company to Issuers in Sections 2.3, 2.4, 2.5, 2.6, 2.7, 2.8, 4.19, 9.5, 9.6 and 9.8, the rights, powers, duties and immunities of the Trustee hereunder (including claims of, or payments to, the Trustee under or pursuant to Section 7.06 7.7 hereof), the provisions of Article III and the Trustee's and Paying Agent's obligations in Section 9.8 shall survivesurvive until the Notes are no longer outstanding. The Company will deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel which together shall state that all conditions precedent herein provided for relating to the Upon such satisfaction and discharge discharge, only the obligations of this Indenture have been complied withthe Issuers in Sections 2.7, 7.7, 9.5, 9.6 and 9.8 hereof shall survive such satisfaction and discharge.

Discharge of Indenture. If at any time: (a) the Company shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated and all coupons, if any, appertaining thereto (other than (i) coupons appertaining to Bearer Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 2.07, (ii) Securities and coupons that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.09, (iii) coupons appertaining to Securities called for redemption and maturing after the relevant redemption dateRedemption Date, whose surrender has been waived as provided in Section 3.03, and (iv) Securities and coupons for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 4.03), or (b) all such Securities of such series and, in the case of (a)(i) or (a)(ii) above, any coupons appertaining thereto not theretofore delivered to the Trustee for cancellation (i) shall have become due and payable, or (ii) are by their terms to become due and payable within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company in the case of (a)(i) or (a)(iii) above shall deposit or cause to be deposited with the Trustee as trust funds the entire amount (other than moneys repaid by the Trustee or any paying agent to the Company in accordance with Section 12.04) sufficient to pay at maturity or upon redemption all Securities of such series and coupons not therefore delivered to the Trustee for cancellation, including principal (and premium, if any) and any interest due or to become due to such date of maturity or date fixed for redemption, as the case may be, and if in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company with respect to such series, then this Indenture shall cease to be of further effect with respect to the Securities of such series, and the Trustee, on demand of and at the cost and expense of the Company and subject to Section 15.05, shall execute such instruments reasonably requested by the Company acknowledging satisfaction of and discharging this Indenture with respect to the Securities of such series. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably incurred by the Trustee in connection with this Indenture or the Securities of such series. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Securities of any series or of all series, the obligations of the Company to the Trustee under Section 7.06 shall survive. The Company will deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel which together shall state that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.

Discharge of Indenture. If at any time: (a) the Company shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated and all coupons, if any, appertaining thereto (other than (i) coupons appertaining to Bearer Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 2.07, (ii) Securities and coupons that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.09, (iii) coupons appertaining to Securities called for redemption and maturing after the relevant redemption date, whose surrender has been waived as provided in Section 3.03, and (ivii) Securities and coupons for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 4.03), or (b) all such Securities of such series and, in the case of (a)(i) or (a)(ii) above, any coupons appertaining thereto not theretofore delivered to the Trustee for cancellation (i) shall have become due and payable, or (ii) are by their terms to become due and payable within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company in the case of (a)(ib)(i), (b)(ii) or (a)(iiib)(iii) above shall deposit or cause to be deposited with the Trustee as trust funds the entire amount (other than moneys repaid by the Trustee or any paying agent to the Company in accordance with Section 12.04) sufficient to pay at maturity or upon redemption all Securities of such series and coupons not therefore delivered to the Trustee for cancellation, including principal (and premium, if any) and any interest due or to become due to such date of maturity or date fixed for redemption, as the case may be, and if in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company with respect to such series, then this Indenture shall cease to be of further effect with respect to the Securities of such series, and the Trustee, on demand of and at the cost and expense of the Company and subject to Section 15.05, shall execute such proper instruments reasonably requested by the Company acknowledging satisfaction of and discharging this Indenture with respect to the Securities of such series. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the Securities of such series. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Securities of any series or of all series, the obligations of the Company to the Trustee under Section 7.06 shall survive. The Company will deliver to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel which together shall state that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.

Discharge of Indenture. If at any time: When (a) the Company shall have delivered deliver to the Trustee for cancellation all Securities of any series theretofore authenticated and all coupons, if any, unmatured Coupons appertaining thereto (other than (i) coupons appertaining to Bearer any Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 2.07, (ii) Securities and coupons that Coupons which shall have been destroyed, lost or stolen and that or in lieu of or in substitution for which other Securities or Coupons shall have been replaced authenticated and delivered, or paid as provided in Section 2.09which shall have been paid, (iii) coupons appertaining to Securities called for redemption and maturing after the relevant redemption date, whose surrender has been waived as provided in Section 3.03, and (iv) Securities and coupons for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid pursuant to the Company provisions of Section 2.07) and not theretofore canceled or discharged from such trust, as provided in Section 4.03), or (b) all such the Securities of such series and, in the case of (a)(i) or (a)(ii) above, any coupons and all unmatured Coupons appertaining thereto not theretofore canceled or delivered to the Trustee for cancellation (i) shall have become due and payable, (ii) or are by their terms to become due and payable within one year, year or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company in the case of (a)(i) or (a)(iii) above shall deposit or cause to be deposited with the Trustee as trust Trustee, in trust, funds the entire amount (other than moneys repaid by the Trustee or any paying agent to the Company in accordance with Section 12.04) sufficient to pay at maturity or upon redemption all of the Securities and Coupons appertaining thereto (other than any (i) Securities or Coupons which shall have been mutilated, destroyed, lost or stolen and in lieu of such series or in substitution for which other Securities or Coupons shall have been authenticated and coupons delivered, or which shall have been paid pursuant to the provisions of Section 2.07 or (ii) Securities or Coupons for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company as provided in Section 12.04) not therefore theretofore canceled or delivered to the Trustee for cancellation, including principal (and principal, premium, if any) , and any interest interest, if any, due or to become due to such date of maturity or date fixed for redemption, as the case may be, and if in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company with respect to such seriesCompany, then this Subordinated Debt Indenture shall cease to be of further effect (except as to (i) rights of registration of transfer and exchange of Securities, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of holders to receive payments of principal thereof and interest thereon, and remaining rights of the holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations and immunities of the Trustee hereunder and (v) the rights of the Securityholders as beneficiaries hereof with respect to the Securities property so deposited with the Trustee payable to all or any of such seriesthem), and the Trustee, on demand of the Company accompanied by an Officers' Certificate and an Opinion of Counsel and at the cost and expense of the Company and subject to Section 15.05Company, shall execute such proper instruments reasonably requested by the Company acknowledging satisfaction of and discharging this Indenture with respect to Subordinated Debt Indenture, the Securities of such series. The Company agrees Company, however, hereby agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Subordinated Debt Indenture or the Securities of such series. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Securities of any series or of all series, the obligations of the Company to the Trustee under Section 7.06 shall survive. The Company will deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel which together shall state that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied withCoupons appertaining thereto.

Discharge of Indenture. If at any time: When (a) the Company shall have delivered delivers to the Trustee for cancellation all Securities of any series theretofore authenticated and all coupons, if any, appertaining thereto (other than (i) coupons appertaining to Bearer any other Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 2.07, (ii) Securities and coupons that which have been destroyed, lost or stolen and that in lieu of or in substitution for which other Securities have been replaced authenticated and delivered) and not theretofore canceled, or paid as provided in Section 2.09, (iii) coupons appertaining to Securities called for redemption and maturing after the relevant redemption date, whose surrender has been waived as provided in Section 3.03, and (iv) Securities and coupons for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 4.03), or (b) all such the Securities of such series and, in the case of (a)(i) or (a)(ii) above, any coupons appertaining thereto not theretofore canceled or delivered to the Trustee for cancellation (i) shall have become due and payable, (ii) or are by their terms to will become due and payable at their Stated Maturity within one year, year or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company in the case of (a)(i) or (a)(iii) above shall deposit or cause to be deposited deposits with the Trustee as trust funds the entire amount (other than moneys repaid by the Trustee or any paying agent to the Company Trustee, in accordance with Section 12.04) trust, amounts sufficient to pay at maturity Stated Maturity or upon redemption the Redemption Date of all of the Securities (other than any Securities which have been mutilated, destroyed, lost or stolen and in lieu of such series or in substitution for which other Securities have been authenticated and coupons delivered) not therefore theretofore canceled or delivered to the Trustee for cancellation, including principal (and premium, if any) , and any interest due or to become due to such date of maturity Stated Maturity or date fixed for redemptionRedemption Date, as the case may be, and if in either case the Company shall also pay pays, or cause causes to be paid paid, all other sums payable hereunder by the Company with respect to such seriesCompany, then this Indenture shall cease to be of further effect with respect (except as to (i) rights of registration of transfer, substitution, replacement and exchange and conversion of Securities, (ii) rights hereunder of holders of Securities to receive payments of principal of and premium, if any, and interest on, the Securities Securities, (iii) the obligations under Sections 2.04 and 14.05 hereof and (iv) the rights, obligations and immunities of such seriesthe Trustee hereunder), and the Trustee, on demand of the Company accompanied by an Officers' Certificate and an Opinion of Counsel as required by Section 9.04 and at the Company's cost and expense of the Company and subject to Section 15.05expense, shall execute such proper instruments reasonably requested by the Company acknowledging satisfaction of and discharging this Indenture with respect to Indenture; the Securities of such series. The Company Company, however, hereby agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Securities of any series or of all series, the obligations of the Company to the Trustee under Section 7.06 shall survive. The Company will deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel which together shall state that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied withSecurities.

Discharge of Indenture. If at any time: (a) the Company shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated and all coupons, if any, appertaining thereto (other than (i) coupons appertaining to Bearer Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 2.07, (ii) Securities and coupons that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.09, (iii) coupons appertaining to Securities called for redemption and maturing after the relevant redemption dateRedemption Date, whose surrender has been waived as provided in Section 3.03, and (iv) Securities and coupons for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 4.03), or (b) all such Securities of such series and, in the case of (a)(i) or (a)(ii) above, any coupons appertaining thereto not theretofore delivered to the Trustee for cancellation (i) shall have become due and payable, or (ii) are by their terms to become due and payable within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company in the case of (a)(i) or (a)(iii) above shall deposit or cause to be deposited with the Trustee as trust funds the entire amount (other than moneys repaid by the Trustee or any paying agent to the Company in accordance with Section 12.04) sufficient to pay at maturity or upon redemption all Securities of such series and coupons not therefore delivered to the Trustee for cancellation, including principal (and premium, if any) and any interest due or to become due to such date of maturity or date fixed for redemption, as the case may be, and if in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company with respect to such series, then this Indenture shall cease to be of further effect with respect to the Securities of such series, and the Trustee, on demand of and at the cost and expense of the Company and subject to Section 15.05, shall execute such proper instruments reasonably requested by the Company acknowledging satisfaction of and discharging this Indenture with respect to the Securities of such series. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the Securities of such series. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Securities of any series or of all series, the obligations of the Company to the Trustee under Section 7.06 shall survive. The Company will deliver to the Trustee an Officer’s Officers' Certificate and an Opinion of Counsel which together shall state that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.

Discharge of Indenture. If at any time: When (a) the Company shall have delivered deliver to the Trustee for cancellation all Securities of any series theretofore authenticated and all coupons, if any, appertaining thereto (other than (i) coupons appertaining to Bearer any Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 2.07, (ii) Securities and coupons that have been destroyed, lost or stolen and that in lieu of or in substitution for which other Securities shall have been replaced authenticated and delivered) and not theretofore canceled, or paid as provided in Section 2.09, (iii) coupons appertaining to Securities called for redemption and maturing after the relevant redemption date, whose surrender has been waived as provided in Section 3.03, and (iv) Securities and coupons for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 4.03), or (b) all such the Securities of such series and, in the case of (a)(i) or (a)(ii) above, any coupons appertaining thereto not theretofore canceled or delivered to the Trustee for cancellation (i) shall have become due and payable, (ii) or are by their terms to become due and payable within one year, year or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company in the case of (a)(i) or (a)(iii) above shall deposit or cause to be deposited with the Trustee as trust Trustee, in trust, $US funds the entire amount (other than moneys repaid by the Trustee or any paying agent to the Company in accordance with Section 12.04) sufficient to pay at maturity or upon redemption of all of the Securities (other than any Securities that shall have been mutilated, destroyed, lost or stolen and in lieu of such series or in substitution for which other Securities shall have been authenticated and coupons delivered) not therefore theretofore canceled or delivered to the Trustee for cancellation, including principal (and premium, if any) and any interest Interest due or to become due to such date of maturity or date fixed for redemptionredemption date, as the case may be, accompanied by a verification report, as to the sufficiency of the deposited amount, from an independent certified accountant or other financial professional satisfactory to the Trustee, and if in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company with respect Company, including without limitation sums payable to such seriesthe Trustee for its costs and expenses, then this Indenture shall cease to be of further effect (except as to (i) remaining rights of registration of transfer, substitution and exchange and conversion of Securities, (ii) rights hereunder of Securityholders to receive payments of principal of and Interest on, the Securities and the other rights, duties and obligations of Securityholders, as beneficiaries hereof with respect to the Securities amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of such seriesthe Trustee hereunder), and the Trustee, on written demand of the Company accompanied by an Officers' Certificate and an Opinion of Counsel as required by Section 13.05 and at the cost and expense of the Company and subject to Section 15.05Company, shall execute such proper instruments reasonably requested by the Company acknowledging satisfaction of and discharging this Indenture with respect to Indenture; the Securities of such series. The Company Company, however, hereby agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Securities of any series or of all series, the obligations of the Company to the Trustee under Section 7.06 shall survive. The Company will deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel which together shall state that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied withSecurities.

Discharge of Indenture. If at any time:SECTION 8.01 Termination of the Partnership's or the Guarantor's Obligations. (a) This Indenture shall cease to be of further effect with respect to the Company Securities of a series (except that the Partnership's obligations under Section 7.07, the Trustee's and Paying Agent's obligations under Section 8.03 and the rights, powers, protections and privileges accorded the Trustee under Article VII shall survive), and the Trustee and the Guarantor, on demand of the Partnership, shall execute proper instruments acknowledging the satisfaction and discharge of this Indenture with respect to the Securities of such series, when: (1) either: (A) all outstanding Securities of such series theretofore authenticated and issued (other than destroyed, lost or stolen Securities that have been replaced or paid) have been delivered to the Trustee for cancellation all Securities of any series theretofore authenticated and all coupons, if any, appertaining thereto (other than (i) coupons appertaining to Bearer Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 2.07, (ii) Securities and coupons that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.09, (iii) coupons appertaining to Securities called for redemption and maturing after the relevant redemption date, whose surrender has been waived as provided in Section 3.03, and (iv) Securities and coupons for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 4.03), cancellation; or (bB) all such outstanding Securities of such series and, in the case of (a)(i) or (a)(ii) above, any coupons appertaining thereto not theretofore delivered to the Trustee for cancellation cancellation: (i) shall have become due and payable, or (ii) are by their terms to will become due and payable at their Stated Maturity within one year, or or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemptionredemption by the Trustee in the name, and at the Company expense, of the Partnership, and, in the case of clause (a)(ii), (ii) or (a)(iiiiii) above shall deposit above, the Partnership or cause the Guarantor has irrevocably deposited or caused to be deposited with the Trustee as funds (immediately available to the Holders in the case of clause (i)) in trust funds for such purpose (x) cash in an amount, or (y) Government Obligations, maturing as to principal and interest at such times and in such amounts as will ensure the availability of cash in an amount or (z) a combination thereof, which will be sufficient, in the opinion (in the case of clauses (y) and (z)) of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge the entire amount (other than moneys repaid by indebtedness on the Trustee or any paying agent to the Company in accordance with Section 12.04) sufficient to pay at maturity or upon redemption all Securities of such series for principal and coupons not therefore delivered interest to the Trustee date of such deposit (in the case of Securities which have become due and payable) or for cancellationprincipal, including principal (and premium, if any) , and any interest due to the Stated Maturity or to become due to such date of maturity or date fixed for redemptionRedemption Date, as the case may be; or (C) the Partnership and the Guarantor have properly fulfilled such other means of satisfaction and discharge as is specified, and if in either case as contemplated by Section 2.01, to be applicable to the Company shall also pay Securities of such series; (2) the Partnership or cause the Guarantor has paid or caused to be paid all other sums payable by them hereunder by the Company with respect to such series, then this Indenture shall cease to be of further effect with respect to the Securities of such series, and ; and (3) the Trustee, on demand of and at the cost and expense of the Company and subject to Section 15.05, shall execute such instruments reasonably requested by the Company acknowledging satisfaction of and discharging this Indenture with respect Partnership has delivered to the Securities of such series. The Company agrees Trustee an Officers' Certificate stating that all conditions precedent to reimburse the Trustee for any costs or expenses thereafter reasonably incurred by the Trustee in connection with this Indenture or the Securities of such series. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Securities of any such series have been complied with, together with an Opinion of Counsel to the same effect. (b) Unless this Section 8.01(b) is specified as not being applicable to Securities of a series as contemplated by Section 2.01, the Partnership may, at its option, terminate certain of its, and the Guarantor's respective obligations under this Indenture ("covenant defeasance") with respect to the Securities of a series if: (1) the Partnership or the Guarantor has irrevocably deposited or caused to be irrevocably deposited with the Trustee as trust funds in trust for the purpose of all making the following payments, specifically pledged as security for and dedicated solely to the benefit of the Holders of Securities of such series, (i) money in the obligations currency in which payment of the Company Securities of such series is to be made in an amount, or (ii) Government Obligations with respect to such series, maturing as to principal and interest at such times and in such amounts as will ensure the availability of money in the currency in which payment of the Securities of such series is to be made in an amount or (iii) a combination thereof, that is sufficient, in the opinion (in the case of clauses (ii) and (iii)) of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay the principal of and premium (if any) and interest on all Securities of such series on each date that such principal, premium (if any) or interest is due and payable and (at the Stated Maturity thereof or upon redemption as provided in Section 8.01(e)) to pay all other sums payable by it hereunder; provided that the Trustee under Section 7.06 shall survive. The Company will deliver have been irrevocably instructed to apply such money and/or the proceeds of such Government Obligations to the payment of said principal, premium (if any) and interest with respect to the Securities of such series as the same shall become due; (2) the Partnership has delivered to the Trustee an Officer’s Officers' Certificate and an Opinion of Counsel which together shall state stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to the Securities of such series have been complied with, and an Opinion of Counsel to the same effect; (3) no Default or Event of Default with respect to the Securities of such series shall have occurred and be continuing on the date of such deposit; (4) the Partnership shall have delivered to the Trustee an Opinion of Counsel from a nationally recognized counsel acceptable to the Trustee or a tax ruling to the effect that the Holders will not recognize income, gain or loss for U.S. Federal income tax purposes as a result of the Partnership's exercise of its option under this Section 8.01(b) and will be subject to U.S. Federal income tax on the same amount and in the same manner and at the same times as would have been the case if such option had not been exercised; (5) the Partnership and the Guarantor have complied with any additional conditions specified pursuant to Section 2.01 to be applicable to the discharge of Securities of such series pursuant to this Section 8.01; and (6) such deposit and discharge shall not cause the Trustee to have a conflicting interest as defined in TIA Section 310(b). In such event, this Indenture shall cease to be of further effect (except as set forth in this paragraph), and the Trustee and the Guarantor, on demand of the Partnership, shall execute proper instruments acknowledging satisfaction and discharge under this Indenture. However, the Partnership's, the Guarantor's respective obligations in Sections 2.05, 2.06, 2.07, 2.08, 2.09, 4.01, 4.02, 7.07, 7.08, 8.04 and 10.01, the Trustee's and Paying Agent's obligations in Section 8.03 and the rights, powers, protections and privileges accorded the Trustee under Article VII shall survive until all Securities of such series are no longer outstanding. Thereafter, only the Partnership's obligations in Section 7.07 and the Trustee's and Paying Agent's obligations in Section 8.03 shall survive with respect to Securities of such series. After such irrevocable deposit made pursuant to this Section 8.01(b) and satisfaction of the other conditions set forth herein, the Trustee upon request shall acknowledge in writing the discharge of the Partnership's and the Guarantor's obligations under this Indenture with respect to the Securities of such series except for those surviving obligations specified above. In order to have money available on a payment date to pay principal of or premium (if any) or interest on the Securities, the Government Obligations shall be payable as to principal or interest on or before such payment date in such amounts as will provide the necessary money. Government Obligations shall not be callable at the issuer's option. (c) If the Partnership and the Guarantor have previously complied or are concurrently complying with Section 8.01(b) (other than any additional conditions specified pursuant to Section 2.01 that are expressly applicable only to covenant defeasance) with respect to Securities of a series, then, unless this Section 8.01(c) is specified as not being applicable to Securities of such series as contemplated by Section 2.01, the Partnership may elect that its, and the Guarantor's respective obligations to make payments with respect to Securities of such series be discharged ("legal defeasance"), if: (1) no Default or Event of Default under clauses (5) and (6) of Section 6.01 hereof shall have occurred at any time during the period ending on the 91st day after the date of deposit contemplated by Section 8.01(b) (it being understood that this condition shall not be deemed satisfied until the expiration of such period); (2) unless otherwise specified with respect to Securities of such series as contemplated by Section 2.01, the Partnership has delivered to the Trustee an Opinion of Counsel from a nationally recognized counsel acceptable to the Trustee to the effect referred to in Section 8.01(b)(4) with respect to such legal defeasance, which opinion is based on (i) a private ruling of the Internal Revenue Service addressed to the Partnership, (ii) a published ruling of the Internal Revenue Service pertaining to a comparable form of transaction or (iii) a change in the applicable federal income tax law (including regulations) after the date of this Indenture; (3) the Partnership and the Guarantor have complied with any other conditions specified pursuant to Section 2.01 to be applicable to the legal defeasance of Securities of such series pursuant to this Section 8.01(c); and (4) the Partnership has delivered to the Trustee a Partnership Request requesting such legal defeasance of the Securities of such series and an Officers' Certificate stating that all conditions precedent with respect to such legal defeasance of the Securities of such series have been complied with, together with an Opinion of Counsel to the same effect. In such event, the Partnership and the Guarantor will be discharged from their respective obligations under this Indenture and the Securities of such series to pay principal of, premium (if any) and interest on, and any Additional Amounts with respect to, Securities of such series, the Partnership's, the Guarantor's respective obligations under Sections 4.01, 4.02 and 10.01 shall terminate with respect to such Securities, and the entire indebtedness of the Partnership evidenced by such Securities and of the Guarantor evidenced by the related Guarantee shall be deemed paid and discharged. (d) If and to the extent additional or alternative means of satisfaction, discharge or defeasance of Securities of a series are specified to be applicable to such series as contemplated by Section 2.01, each of the Partnership and the Guarantor may terminate any or all of its obligations under this Indenture with respect to Securities of a series and any or all of its obligations under the Securities of such series if it fulfills such other means of satisfaction and discharge as may be so specified, as contemplated by Section 2.01, to be applicable to the Securities of such series. (e) If Securities of any series subject to subsections (a), (b), (c) or (d) of this Section 8.01 are to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption provisions or in accordance with any mandatory or optional sinking fund provisions, the terms of the applicable trust arrangement shall provide for such redemption, and the Partnership shall make such arrangements as are reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Partnership.

Discharge of Indenture. If This Indenture shall cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of Notes herein expressly provided for and except as further provided below), and the Trustee, on demand of and at any time: the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (a) the Company shall have delivered to the Trustee for cancellation either: (1) all Securities of any series Notes theretofore authenticated and all coupons, if any, appertaining thereto delivered (other than (i) coupons appertaining to Bearer Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 2.07, (ii) Securities and coupons that Notes which have been destroyed, lost or stolen and that which have been replaced or paid as provided in Section 2.09, (iii) coupons appertaining to Securities called for redemption and maturing after the relevant redemption date, whose surrender has been waived as provided in Section 3.03, 11.04 hereof and (ivii) Securities and coupons Notes for whose payment money has monies have theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, Issuer as provided in Section 4.03), or 11.04 hereof) have been delivered to the Trustee for cancellation; or (b2) all such Securities of such series and, in the case of (a)(i) or (a)(ii) above, any coupons appertaining thereto Notes not theretofore delivered to the Trustee for cancellation (i) shall have become due and payable, (ii) are by their terms to become due and payable within one yearwhether at the Maturity Date, or otherwise, or (iiiii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemptionredemption by the Trustee in the name, and at the expense, of the Issuer, and the Company Issuer, in the case of clause (a)(i1) or (a)(iii2) above shall deposit above, has irrevocably deposited or cause caused to be irrevocably deposited with the Trustee or a Paying Agent (other than the Issuer or any of its Affiliates), as applicable, as trust funds the entire in trust cash in an amount (other than moneys repaid by the Trustee or any paying agent to the Company in accordance with Section 12.04) sufficient to pay at maturity or upon redemption all Securities of and discharge the entire indebtedness on such series and coupons Notes not therefore theretofore delivered to the Trustee for cancellation, including for principal and interest to the date of such deposit (in the case of Notes which have become due and premium, if anypayable) and any interest due or to become due to such date of maturity the Maturity Date or date fixed for redemptionRedemption Date, as the case may be; provided, and if however, that there shall not exist, on the date of such deposit, a Default or Event of Default; provided, further, that such deposit shall not result in either case a breach or violation of, or constitute a Default under, this Indenture or any other agreement or instrument to which the Company shall also pay Issuer is a party or cause to which the Issuer is bound; (b) the Issuer has paid or caused to be paid all other sums payable hereunder by the Company with respect to such series, then this Indenture shall cease to be of further effect with respect to Issuer; and (c) the Securities of such series, and the Trustee, on demand of and at the cost and expense of the Company and subject to Section 15.05, shall execute such instruments reasonably requested by the Company acknowledging satisfaction of and discharging this Indenture with respect to the Securities of such series. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably incurred by the Trustee in connection with this Indenture or the Securities of such series. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Securities of any series or of all series, the obligations of the Company to the Trustee under Section 7.06 shall survive. The Company will deliver Issuer has delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel which together shall state Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuer to the Trustee under Section 7.06 hereof shall survive and, if monies shall have been deposited with the Trustee pursuant to subclause (2) of clause (a) of this Section 11.01, the provisions of Section 2.06, 2.07, 2.08, 5.01 hereof and this Article 11, shall survive until the Notes have been paid in full.

Discharge of Indenture. If at any time:The Issuer may terminate its obligations and the obligations of the Guarantors under the Notes, the Note Guarantees and this Indenture, except the obligations referred to in the last paragraph of this Section 8.01, if (a1) all the Company shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated and all coupons, if any, appertaining thereto (other than (i) coupons appertaining to Bearer Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 2.07, (ii) Securities and coupons Notes that have been destroyedauthenticated and delivered (except lost, lost stolen or stolen and that destroyed Notes which have been replaced or paid as provided in Section 2.09, (iii) coupons appertaining to Securities called for redemption and maturing after the relevant redemption date, whose surrender has been waived as provided in Section 3.03, and (iv) Securities and coupons Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company Issuer and thereafter repaid to the Company Issuer or discharged from such this trust, as provided in Section 4.03)) have been delivered to the Trustee for cancellation, or (ba) all such Securities of such series and, in the case of (a)(i) or (a)(ii) above, any coupons appertaining thereto Notes not theretofore delivered to the Trustee for cancellation otherwise (i) shall have become due and payable, (ii) are by their terms to shall become due and payable payable, or may be called for redemption, within one year, year or (iii) are to be have been called for redemption within one year under arrangements satisfactory pursuant to Section 3.01, and, in any case, the Trustee for the giving of notice of redemption, and the Company in the case of (a)(i) Issuer has irrevocably deposited or (a)(iii) above shall deposit or cause caused to be deposited with the Trustee as trust funds funds, in trust solely for the benefit of the Holders of such Notes, U.S. legal tender, U.S. Government Obligations or a combination thereof, in such amounts as shall be sufficient (without consideration of any reinvestment of interest) to pay and discharge the entire amount Indebtedness (other than moneys repaid by including all principal and accrued interest) on the Trustee or any paying agent to the Company in accordance with Section 12.04) sufficient to pay at maturity or upon redemption all Securities of such series and coupons Notes not therefore theretofore delivered to the Trustee for cancellation, including principal (b) the Issuer has paid all sums payable by it under this Indenture, and premium, if any(c) and any interest due or the Issuer has delivered irrevocable instructions to become due the Trustee to such date apply the deposited money toward the payment of the Notes at maturity or date fixed for redemptionon the Redemption Date, as the case may be, and if in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company with respect to such series, then this Indenture shall cease to be of further effect with respect to the Securities of such series, and the Trustee, on demand of and at the cost and expense of the Company and subject to Section 15.05, shall execute such instruments reasonably requested by the Company acknowledging satisfaction of and discharging this Indenture with respect to the Securities of such series. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably incurred by the Trustee in connection with this Indenture or the Securities of such series. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Securities of any series or of all seriesIn addition, the obligations of the Company to the Trustee under Section 7.06 shall survive. The Company will Issuer must deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel which together shall state stating that all conditions precedent herein provided to satisfaction and discharge have been complied with. After such delivery, the Trustee shall acknowledge in writing the discharge of the Issuer’s and the Guarantors’ obligations under the Notes, the Note Guarantees and this Indenture, except for relating to those surviving obligations specified below. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuer in Section 7.07 of the Base Indenture have been complied withand in Sections 8.05 and 8.06 shall survive.

Discharge of Indenture. If This Indenture shall, upon the receipt of a Company Order by the Trustee, cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of Securities herein expressly provided for) with respect to any series of Securities specified in such Company Order, and the Trustee, at any time:the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture as to such series, when (a) the Company shall have delivered to the Trustee for cancellation either: (i) all Securities of any such series theretofore authenticated and all coupons, if any, appertaining thereto delivered (other than (i) coupons appertaining to Bearer Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 2.07, (iiA) Securities and coupons that of such series which have been destroyed, lost or stolen and that which have been replaced or paid as provided in Section 2.09, (iii) coupons appertaining to Securities called for redemption and maturing after the relevant redemption date, whose surrender has been waived as provided in Section 3.03, 2.07 and (ivB) Securities and coupons of such series for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 4.03), 12.04) have been delivered to the Trustee for cancellation; or (bii) all such Securities of such series and, in the case of (a)(i) or (a)(ii) above, any coupons appertaining thereto not theretofore delivered to the Trustee for cancellation cancellation: (iA) shall have become due and payable, ; or (iiB) are by their terms to will become due and payable at their stated maturity within one year, or ; or (iiiC) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemptionredemption by the Trustee in the name, and at the expense, of the Company; and the Company or, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the Guarantor in the case of (a)(iA), (B) or (a)(iiiC) above shall deposit above, has deposited or cause caused to be deposited with the Trustee as trust funds in trust for the entire purpose an amount (other than moneys repaid by the Trustee or any paying agent to the Company in accordance with Section 12.04) of money sufficient to pay at maturity or upon redemption all and discharge the entire indebtedness on such Securities of such series and coupons not therefore theretofore delivered to the Trustee for cancellation, including principal (and the principal, premium, if any, interest, if any, and Additional Amounts known, at the time of such deposit, to be payable (if any) with respect to such Securities, to the date of such deposit (in the case of Securities which have become due and any interest due payable) or to become due to such date of the stated maturity or date fixed for of redemption, as the case may be, and if in either case ; (b) the Company or, with respect to any series of Securities to which the provisions of Article Fifteen shall also pay apply, the Guarantor has paid or cause caused to be paid all other sums payable hereunder by the Company with respect to such series, then this Indenture shall cease to be of further effect with respect to the Outstanding Securities of such series, and the Trustee, on demand of and at the cost and expense of ; and (c) the Company and subject to Section 15.05or, shall execute such instruments reasonably requested by the Company acknowledging satisfaction of and discharging this Indenture with respect to the Securities of such series. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably incurred by the Trustee in connection with this Indenture or the Securities of such series. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Securities of any series or of all seriesSecurities to which the provisions of Article Fifteen shall apply, the obligations of the Company to the Trustee under Section 7.06 shall survive. The Company will deliver Guarantor has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel which together shall state Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture as to such series have been complied with. Notwithstanding the satisfaction and discharge of this Indenture with respect to any series of Securities, the following rights of the Holders and obligations of the Trustee, the Company and, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the Guarantor shall survive such satisfaction and discharge: (1) All obligations under Section 7.06; (2) If money or Government Obligations shall have been deposited with the Trustee pursuant to subclause (ii) of clause (a) of this Section or if money or Government Obligations shall have been deposited with or received by the Trustee pursuant to Section 13.02, all obligations under Sections 2.05, 2.07, 4.02, 4.03, 6.03, 12.02 and 12.04; (3) Any rights of Holders of the Securities of such series to require the Company or, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the Guarantor to repurchase or repay, and the obligations of the Company or, if applicable, the Guarantor to repurchase or repay, such Securities at the option of the Holders; and (4) Any rights of Holders of the Securities of such series to convert or exchange, and the obligations of the Company to convert or exchange, such Securities into Shares, securities or other property. After any such deposit, the Trustee for such series shall acknowledge in writing the discharge of the Company’s and, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the Guarantor’s obligations under the Securities of such series and this Indenture with respect to the Securities of such series except for those surviving obligations specified above.

Discharge of Indenture. If This Indenture will be discharged and will cease to be of further effect as to all Notes and Note Guarantees, and the Trustee, at any timethe expense and upon the written request of the Issuer, will execute proper instruments acknowledging satisfaction and discharge of this Indenture, the Notes and the Note Guarantees, when all amounts due to the Trustee shall have been paid and either: (a1) the Company shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated and all coupons, if any, appertaining thereto outstanding Notes issued under this Indenture (other than (i) coupons appertaining to Bearer Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 2.07, (ii) Securities and coupons that Notes which have been destroyed, lost or stolen and that which have been replaced or paid as provided in Section 2.09, (iii) coupons appertaining to Securities called for redemption and maturing after the relevant redemption date, whose surrender has been waived as provided in Section 3.03, 2.08 hereof and (ivii) Securities and coupons Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company Issuer and thereafter repaid to the Company Issuer or discharged from such trust, as provided in Section 4.03), ) have been delivered by the Trustee for cancellation; or (ba) all such Securities of such series and, in the case of Notes outstanding under this Indenture (a)(iI) or (a)(ii) above, any coupons appertaining thereto not theretofore delivered to the Trustee for cancellation (i) shall have become due and payable, whether at maturity or as a result of the sending of a notice of redemption, or (iiII) are by their terms to will become due and payable within one year, or (iii) are to be called for redemption within one year year, under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemptionredemption by the Trustee in the name, and at the expense, of the Issuer, and the Company in the case of (a)(i) Issuer or (a)(iii) above shall deposit or cause to be deposited any Guarantor irrevocably deposits with the Trustee as trust funds in trust solely for the entire amount benefit of the Holders, cash in U.S. Dollars, U.S. Government Obligations or a combination thereof in such amounts as will be sufficient, (other than moneys repaid by with respect to any U.S. Government Obligations, in the Trustee or any paying agent to the Company opinion of a nationally recognized firm of independent public accountants expressed in accordance with Section 12.04) sufficient to pay at maturity or upon redemption all Securities of such series and coupons not therefore a written certification thereof delivered to the Trustee for cancellationTrustee), including to pay the principal (and of, premium, if any, and interest on the Notes outstanding under this Indenture on the maturity date or on the applicable Redemption Date, as the case may be; (b) the Issuer or any Guarantor has paid or caused to be paid all sums payable by the Issuer or any Guarantor under this Indenture; and any interest due or (c) the Issuer have delivered (I) irrevocable instructions to become due the Trustee under this Indenture to such date apply the deposited money toward the payment of the Notes at maturity or date fixed for redemptionthe applicable Redemption Date, as the case may be, and if in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company with respect to such series, then this Indenture shall cease to be of further effect with respect to the Securities of such series, and the Trustee, on demand of and at the cost and expense of the Company and subject to Section 15.05, shall execute such instruments reasonably requested by the Company acknowledging satisfaction of and discharging this Indenture with respect to the Securities of such series. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably incurred by the Trustee in connection with this Indenture or the Securities of such series. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Securities of any series or of all series, the obligations of the Company to the Trustee under Section 7.06 shall survive. The Company will deliver to the Trustee (II) an Officer’s Certificate and an Opinion of Counsel which together shall state Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied withwith and that such satisfaction and discharge does not result in a default under any agreement or instrument then known to such counsel which binds or affects the Issuer. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuer in Article Two and in Sections 4.01, 4.02, 7.07, 9.05 and 9.06 shall survive such satisfaction and discharge (in the case of obligations under Article Two, Sections 4.01 and 4.02, until the Notes are no longer outstanding).

Discharge of Indenture. If at any timeWhen: (a) the Company shall have delivered delivers to the Trustee for cancellation all Securities of any series Notes theretofore authenticated and all coupons, if any, appertaining thereto pursuant to this Indenture (other than (i) coupons appertaining to Bearer Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 2.07, (ii) Securities and coupons that any other Notes which have been destroyed, lost or stolen and that in lieu of or in substitution for which other Notes have been replaced or paid as provided in Section 2.09, (iiiauthenticated and delivered) coupons appertaining to Securities called for redemption and maturing after the relevant redemption date, whose surrender has been waived as provided in Section 3.03, and (iv) Securities and coupons for whose payment money has not theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 4.03), cancelled; or (bi) all such Securities of such series and, in the case of (a)(i) or (a)(ii) above, any coupons appertaining thereto Notes not theretofore cancelled or delivered to the Trustee for cancellation (i) shall have become due and payable, and (ii) are by their the Company deposits with the Trustee, the Paying Agent or the Conversion Agent, as applicable, in trust, amounts in cash or shares of Common Stock (as applicable in accordance with the terms hereof) sufficient to become due and payable within one yearpay, whether at stated maturity, or (iii) are to be called for redemption within one year under arrangements satisfactory to any Redemption Date, or any Purchase Date, or any Designated Event Repurchase Date, or upon conversion or otherwise, all of the Trustee for the giving of notice of redemption, and the Company in the case of (a)(i) or (a)(iii) above shall deposit or cause to be deposited with the Trustee as trust funds the entire amount Notes (other than moneys repaid by the Trustee any Notes which have been mutilated, destroyed, lost or any paying agent to the Company stolen and in accordance with Section 12.04lieu of or in substitution for which other Notes have been authenticated and delivered) sufficient to pay at maturity not theretofore cancelled or upon redemption all Securities of such series and coupons not therefore delivered to the Trustee for cancellation, including principal (principal, interest and premiumLiquidated Damages, if any, due and (iii) and any interest due or to become due to such date of maturity or date fixed for redemption, as the case may be, and if in either case the Company shall also pay pays, or cause causes to be paid paid, all other sums payable hereunder by the Company with respect to such seriesCompany, including the Redemption Price, Purchase Price and Designated Event Repurchase Price, if applicable, then this Indenture shall cease to be of further effect with respect effect, except, in the case of paragraph (b) above, as to: (A) rights of registration of transfer, substitution, replacement and exchange and conversion of Notes; (B) rights hereunder of Holders to receive payments of principal of and interest and Liquidated Damages, if any, and the Securities Redemption Price, Purchase Price and Designated Event Repurchase Price, if applicable, on, the Notes; (C) the obligations under Sections 2.03 and 8.05 hereof; and (D) the rights, obligations and immunities of such seriesthe Trustee hereunder, and the Trustee, on written demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel as required by Section 10.04, and at the Company’s cost and expense of the Company and subject to Section 15.05expense, shall execute such proper instruments reasonably requested by the Company acknowledging satisfaction of and discharging of this Indenture with respect to the Securities of such seriesIndenture. The Company Company, however, hereby agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Securities of any series or of all series, the obligations of the Company to the Trustee under Section 7.06 shall survive. The Company will deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel which together shall state that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied withNotes.

Discharge of Indenture. If at When (i) all Securities of any time: Series previously authenticated and delivered (aother than Securities replaced pursuant to Section 2.8) the Company shall have been delivered to the Trustee for cancellation and the Company has paid all sums payable by it with respect to that Series of Securities under the Indenture, or (ii) (A) the Securities of any series theretofore authenticated and all coupons, if any, appertaining thereto (other than (i) coupons appertaining to Bearer Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 2.07, (ii) Securities and coupons that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.09, (iii) coupons appertaining to Securities called for redemption and maturing after the relevant redemption date, whose surrender has been waived as provided in Section 3.03, and (iv) Securities and coupons for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 4.03), or (b) all such Securities of such series and, in the case of (a)(i) or (a)(ii) above, any coupons appertaining thereto not theretofore delivered to the Trustee for cancellation (i) shall have become due and payable, (ii) are by their terms to become due and payable Series mature within one year, year or (iii) all of them are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (B) the Company irrevocably deposits in the case of (a)(i) or (a)(iii) above shall deposit or cause to be deposited trust with the Trustee Trustee, as trust funds solely for the entire amount benefit of the Holders of the Securities of such Series for that purpose, money or U.S. Government Obligations or a combination thereof sufficient (unless such funds consist solely of money in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee) without consideration of any reinvestment, to pay the principal of and interest on the Securities of such Series (other than moneys repaid by the Trustee or any paying agent to the Company in accordance with Section 12.04) sufficient to pay at maturity or upon redemption all Securities of such series and coupons not therefore delivered Series replaced pursuant to the Trustee for cancellation, including principal (and premium, if anySection 2.8) and any interest due or to become due to such date of maturity or date fixed for redemption, as the case may be, and if in either case the Company shall also to pay or cause to be paid all other sums payable hereunder by it under this Indenture, and (C) the Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel (at the cost and expense of the Company), in each case stating that all conditions precedent provided for in this Article 9 relating to the satisfaction and discharge of the Indenture with respect to the Securities of such seriesSeries have been complied with, then this Indenture shall shall, upon acknowledgment from the Trustee of such satisfaction and discharge, cease to be of further effect with respect to the Securities of such series, and the Trustee, on demand of and at the cost and expense of the Company and subject to Section 15.05, shall execute such instruments reasonably requested by the Company acknowledging satisfaction of and discharging this Indenture with respect to the Securities of such series. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably incurred by the Trustee in connection with this Indenture or the Securities of such series. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Securities of any series or of all series, the obligations of the Company to the Trustee under Section 7.06 shall survive. The Company will deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel which together shall state that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied withSeries.

Discharge of Indenture. If at any time:Section 401 Termination of Company's Obligations. ------------------------------------ (a) The Company may terminate its obligations under the Company shall have delivered to the Trustee for cancellation Securities and this Indenture if all Securities of any series theretofore previously authenticated and all coupons, if any, appertaining thereto delivered (other than (i) coupons appertaining to Bearer Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 2.07, (ii) Securities and coupons that which have been destroyed, lost or stolen and that which have been replaced or paid as provided in Section 2.09, (iii) coupons appertaining to Securities called for redemption and maturing after the relevant redemption date, whose surrender has been waived as provided in Section 3.03Sect on 306, and (ivii) Securities and coupons for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company Company, or discharged from such trust, as provided in Section 4.03), or (b1103) all such Securities of such series and, in the case of (a)(i) or (a)(ii) above, any coupons appertaining thereto not theretofore have been delivered to the Trustee for cancellation (i) shall have become due and payable, (ii) are by their terms to become due and payable within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company has paid all sums payable by it hereunder. (b) Except as otherwise provided in this Section 401(b), the case of Company may also terminate its obligations under the Securities and this Indenture if: (a)(i1) the Company has irrevocably deposited or (a)(iii) above shall deposit or cause caused to be deposited with the Trustee or Paying Agent and conveyed all right, title and interest for the benefit of the Holders, under the terms of an irrevocable trust agreement in form and substance reasonably satisfactory to the Trustee, as trust funds in trust solely for the entire amount benefit of the Holders for that purpose, money or direct non-callable obligations of the United States of America for the payment of which obligations the full faith and credit of the United States is pledge (other than moneys repaid by "U.S. Government Obligations") maturing as to principal and interest in such amounts and at such times as are sufficient (in the Trustee or any paying agent to the Company opinion of a nationally recognized firm of independent public accountants expressed in accordance with Section 12.04) sufficient to pay at maturity or upon redemption all Securities of such series and coupons not therefore a written certification thereof delivered to the Trustee for cancellationTrustee), including without consideration of any reinvestment of such interest, to pay principal (and of, premium, if any) and any interest due or to become due to such date of maturity or date fixed for redemption, as the case may be, and interest on the Outstanding Securities, to redemption or maturity, provided that the Trustee or Paying Agent shall have been irrevocably instructed to apply such money or the proceeds of such U.S. Government Obligations to the payment of said principal, premium, if in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company any, and interest with respect to such seriesthe Securities, then this Indenture and provided, further, that from and after the time of deposit, the money or U.S. Government Obligations deposited shall cease not be subject to be the rights of further effect the holders of Senior Indebtedness pursuant to the provisions of Article Thirteen; (2) no Event of Default or Default with respect to the Securities shall have occurred and be continuing on the date of such series, and the Trustee, on demand of and at the cost and expense of deposit; (3) the Company and subject to Section 15.05, shall execute such instruments reasonably requested by the Company acknowledging satisfaction of and discharging this Indenture with respect to the Securities of such series. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably incurred by the Trustee in connection with this Indenture or the Securities of such series. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Securities of any series or of all series, the obligations of the Company to the Trustee under Section 7.06 shall survive. The Company will deliver have delivered to the Trustee an Officer’s opinion of Counsel to the effect that the trust funds will not be subject to any rights of holders of Senior Indebtedness, including, without limitation, those arising under Article Thirteen of this Indenture; (4) the Company has paid or caused to be paid all sums then payable by the Company hereunder and under the Securities; and (5) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel which together shall state Counsel, each stating that all conditions precedent herein provided for herein relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the foregoing provisions of this Section 401(b), (x) the Company's obligations in Article Three, Sections 402-404, Articles Six, Seven, Nine, Sections 1101, 1102, 1103 and 1108 shall survive until the Securities are no longer Outstanding, and (y) notwithstanding that the Securities are no longer outstanding, the Company's obligations in Sections 402, 403, 404 and 607 shall thereafter continue to survive. (c) After any irrevocable deposit pursuant to Section 401(a) or 401(b), the Trustee upon request shall acknowledge in writing the discharge of the Company's obligations under the Securities and this Indenture except for the surviving obligations specified above.

Discharge of Indenture. If This Indenture will be discharged and will cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Notes and other provisions which by their terms expressly survive, in each case, as expressly provided for in this Indenture) as to all Outstanding Notes and as to all Subsidiary Guarantees thereof, and the Trustee, upon a Company Request and at any timethe expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of the Indenture with respect to such Notes and Subsidiary Guarantees, when: (1) either: (a) all the Company shall have delivered to the Trustee for cancellation all Securities of any series Notes theretofore authenticated and all couponsdelivered (except lost, if any, appertaining thereto (other than (i) coupons appertaining to Bearer Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required stolen or has been waived as provided in Section 2.07, (ii) Securities and coupons that have been destroyed, lost or stolen and that destroyed Notes which have been replaced or paid as provided in Section 2.09, (iii) coupons appertaining to Securities called for redemption and maturing after the relevant redemption date, whose surrender has been waived as provided in Section 3.03, and (iv) Securities and coupons Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 4.03), ) have been delivered to the Trustee for cancellation; or (b) all such Securities of such series and, in the case of (a)(i) or (a)(ii) above, any coupons appertaining thereto Notes not theretofore delivered to the Trustee for cancellation (i) shall have become due and payable, (ii) are by their terms to payable or will become due and payable within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to by reason of the Trustee for the giving mailing of a notice of redemption, redemption or otherwise and the Company in the case of (a)(i) has irrevocably deposited or (a)(iii) above shall deposit or cause caused to be deposited with the Trustee as trust funds (constituting cash in U.S. dollars, non-callable Cash Equivalents within the meaning of clauses (1) or (2) of the definition thereof or a combination of cash in U.S. dollars and such non-callable Cash Equivalents) in an amount sufficient (without consideration of any reinvestment of interest) to pay and discharge the entire amount (other than moneys repaid by Indebtedness on the Trustee or any paying agent to the Company in accordance with Section 12.04) sufficient to pay at maturity or upon redemption all Securities of such series and coupons Notes not therefore theretofore delivered to the Trustee for cancellation, including for principal (and of, premium, if any) , and any interest due or on the Notes to become due to such the date of deposit together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or date fixed for redemption, as the case may be, and if in either case ; (2) the Company shall also pay or cause to be has paid all other sums payable hereunder under this Indenture by the Company with respect to such series, then this Indenture shall cease to be of further effect with respect to the Securities of such series, and the Trustee, on demand of and at the cost and expense of Company; and (3) the Company and subject to Section 15.05, shall execute such instruments reasonably requested by the Company acknowledging satisfaction of and discharging this Indenture with respect to the Securities of such series. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably incurred by the Trustee in connection with this Indenture or the Securities of such series. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Securities of any series or of all series, the obligations of the Company to the Trustee under Section 7.06 shall survive. The Company will deliver has delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel which together shall state stating that all conditions precedent herein provided for under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with; provided, however, that such counsel may rely, as to matters of fact, on a certificate or certificates of officers of the Company. Notwithstanding the satisfaction and discharge of the Indenture with respect to the Notes, the obligations of the Company to the Trustee under Section 13.07, and, if funds shall have been deposited with the Trustee pursuant to subclause (b) of Clause (1) of this Section with respect to such Notes, the obligations of the Company under Section 4.02 and the obligations of the Trustee under the following paragraph, Section 13.06 and the last paragraph of Section 4.01 with respect to such Notes shall survive such satisfaction and discharge. Subject to the provisions of the last paragraph of Section 4.01, all funds deposited with the Trustee pursuant to this Article 7 shall be held in trust and applied by it, in accordance with the provisions of the Notes and the Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal and any premium and interest for whose payment such funds have been deposited with the Trustee. The Company may direct by a Company Order the investment of any funds deposited with the Trustee pursuant to this Article 7, without distinction between principal and income, in any Cash Equivalents and from time to time the Company may direct the reinvestment of all or a portion of such funds in other Cash Equivalents.

Discharge of Indenture. If at any time: When (a) the Company shall have delivered deliver to the Trustee for cancellation all Debt Securities of any a series theretofore authenticated and all coupons, if any, appertaining thereto (other than (i) coupons appertaining to Bearer any Debt Securities surrendered for exchange for Registered Securities and maturing after of such exchange, whose surrender is not required or has been waived as provided in Section 2.07, (ii) Securities and coupons that series which shall have been destroyed, lost or stolen and that which shall have been replaced or paid as provided in Section 2.09, (iii2.07) coupons appertaining to Securities called for redemption and maturing after the relevant redemption date, whose surrender has been waived as provided in Section 3.03, and (iv) Securities and coupons for whose payment money has not theretofore been deposited in trust cancelled; or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 4.03), or (b) all such Debt Securities of such series and, in the case of (a)(i) or (a)(ii) above, any coupons appertaining thereto not theretofore cancelled or delivered to the Trustee for cancellation (i) shall have become due and payable, (ii) or are by their terms to become due and payable within one year, year or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company in the case of (a)(i) or (a)(iii) above shall deposit or cause to be deposited with the Trustee as trust Trustee, in trust, funds the entire amount (other than moneys repaid by the Trustee or any paying agent to the Company in accordance with Section 12.04) sufficient to pay at maturity or upon redemption all of the Debt Securities of such series (other than any Debt Securities of such series which shall have been mutilated, destroyed, lost or stolen and coupons which shall have been replaced or paid as provided in Section 2.07) not therefore theretofore cancelled or delivered to the Trustee for cancellation, including principal (and premium, if any) , and any interest interest, if any, due or to become due to such date of maturity or date fixed for redemptionredemption date, as the case may be, but excluding, however, the amount of any money for the payment of the principal of and premium, if any, or interest, if any, on the Debt Securities of such series (1) theretofore deposited with the Trustee with respect to Debt Securities of such series and repaid by the Trustee to the Company in accordance with the provisions of Section 12.04 or (2) paid with respect to Debt Securities of such series to any State or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company with respect to such seriesCompany, then this Indenture shall cease to be of further effect with respect to the Debt Securities of such seriesseries except as to (A) the rights of Holders of Debt Securities of such series to receive solely from funds deposited by the Company with the Trustee, in trust as described above in this Section 12.01, payment of the principal of, premium, if any, and the interest, if any, on such Debt Securities when such payments are due; (B) the Company's obligations with respect to such Debt Securities under Sections 2.06, 2.07, 4.02 and 12.03; and (C) the rights, powers, duties and immunities of the Trustee hereunder, and the Trustee, on demand of and at the cost and expense of the Company and subject to Section 15.05, shall execute such instruments reasonably requested accompanied by the Company acknowledging satisfaction of and discharging this Indenture with respect to the Securities of such series. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably incurred by the Trustee in connection with this Indenture or the Securities of such series. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Securities of any series or of all series, the obligations of the Company to the Trustee under Section 7.06 shall survive. The Company will deliver to the Trustee an Officer’s Officers' Certificate and an Opinion of Counsel which together shall state each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied withwith and at the cost and expense of the Company, shall execute such instruments as may be requested by the Company acknowledging satisfaction of and discharging this Indenture with respect to such series of Debt Securities.

Discharge of Indenture. If at any time: When (a) the Company shall have delivered paid or caused to be paid the principal of and interest on all Securities of any series outstanding hereunder, as and when the same shall have become due and payable, (b) the Company shall deliver to the Trustee for cancellation all Securities of any series theretofore authenticated and all coupons, if any, appertaining thereto (other than (i) coupons appertaining to Bearer any Securities surrendered for exchange for Registered Securities and maturing after of such exchange, whose surrender is not required or has been waived as provided in Section 2.07, (ii) Securities and coupons that series which shall have been destroyed, lost or stolen and that which shall have been replaced or paid as provided in Section 2.092.08) and not theretofore cancelled, or (iiic) coupons appertaining with respect to any series of Securities called which, under the terms specified in the resolution or supplemental indenture or indentures referred to in Section 2.03, pursuant to which such series is created, can be discharged prior to maturity, the Company shall deposit with the Trustee, in trust, cash and/or a principal amount of obligations of or directly guaranteed by the United States of America maturing or redeem- able at the option of the holder thereof not later than the date fixed for payment or redemption and maturing after of all outstanding Securities of such series which, together with the relevant redemption income to be earned on such obligations prior to such date, whose surrender has been waived as provided in Section 3.03, equals the principal amount of (and (iv) Securities and coupons for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 4.03), or (bany applicable premium on) all such Securities of such series and, in the case of (a)(i) or (a)(ii) above, any coupons appertaining thereto not theretofore delivered to the Trustee for cancellation (i) shall have become due and payable, (ii) are by their terms to become due and payable within one year, cancelled or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company in the case of (a)(i) or (a)(iii) above shall deposit or cause to be deposited with the Trustee as trust funds the entire amount (other than moneys repaid by the Trustee or any paying agent to the Company in accordance with Section 12.04) sufficient to pay at maturity or upon redemption all Securities of such series and coupons not therefore delivered to the Trustee for cancellation, including principal (and premium, if any) and any with interest due or to become due to such the date of their maturity or date fixed for redemption, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of, or premium, if any, or interest on the Securities of such series (1) theretofore repaid to the Company in accordance with the provisions of Section 11.04, or (2) paid to any State or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in either any such case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then (except in the case of (c) above as to (i) rights of registration of transfer and exchange and any right of the Company of optional redemption and to deliver Securities of such series to the Trustee for cancellation, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) the rights, obligations and immunities of the Trustee hereunder and (iv) the rights of the Securityholders as beneficiaries hereof with respect to the property so deposited with the Trustee, all of which shall continue in full force and effect) all of the Company's liability with respect to principal, premium, if any, and interest on the Securities of such seriesseries shall be discharged, then this Indenture shall cease to be of further effect with respect as to the Securities of such series, and the Trustee, on demand of the Company accompanied by an Officers' Certificate and an Opinion of Counsel and at the cost and expense of the Company and subject to Section 15.05Company, shall execute such proper instruments reasonably requested by the Company acknowledging satisfaction of and discharging this Indenture with respect as to the Securities of such series. The Company agrees , the Company, however, hereby agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the Securities; provided, however, that the rights of Securityholders to receive amounts in respect of principal of and interest on the Securities held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange if the Securities of such seriesseries continue to be listed. Notwithstanding the satisfaction foregoing, if the Company makes a deposit of cash and/or obligations described in clause (c) above with respect to any series of Securities which, under the terms specified in the resolution or supplemental indenture or indentures referred to in Section 2.03, pursuant to which such series is created, is subject to the provisions of this sentence (whether or not such resolution or supplemental indenture provides that such series can be discharged prior to maturity under clause (c) above), and, concurrently with such deposit, notifies the Trustee that such series shall no longer have the benefit of all or any portion of the provisions of Article Five, Section 3.05 and discharge Section 3.06 of this Indenture and such other provisions of this Indenture or the resolution or supplemental indenture, pursuant to which such series is created, as are specifically permitted in such resolution or supplemental indenture to be made inapplicable under this sentence with respect to the Securities of any series or of all such series, the obligations of the Company to the Trustee under Section 7.06 shall survive. The Company will deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel which together shall state that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied withand such supplemental indenture or resolution shall thereupon be deemed amended with respect to such series solely by the deletion in their entirety of such provisions and this Indenture and such supplemental indenture or resolution shall in all other respects be unaffected thereby.

Discharge of Indenture. If at any time:Section 8.01 Defeasance upon Deposit of Moneys or U.S. Government Obligations. (a) The Issuer may, at its option and at any time, elect to have either paragraph (b) or paragraph (c) below be applied to the outstanding Securities of any Series upon compliance with the applicable conditions set forth in paragraph (d). (b) Upon the Issuer’s exercise under paragraph (a) of the option applicable to this paragraph (b), the Issuer and the Guarantors shall be deemed to have been released and discharged from their respective obligations with respect to the outstanding Securities of a Series on the date the applicable conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, such Legal Defeasance means that the Issuer shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Securities of a Series, which shall thereafter be deemed to be “outstanding” only for the purposes of the Sections and matters under this Indenture referred to in (i) and (ii) below, and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned, except for the following which shall survive until otherwise terminated or discharged hereunder: (i) the rights of Holders of outstanding Securities of a Series to receive solely from the trust fund described in paragraph (d) below and as more fully set forth in such paragraph, payments in respect of the principal of and interest on such Securities when such payments are due and (ii) obligations listed in Section 8.02, subject to compliance with this Section. The Issuer may exercise its option under this paragraph (b) notwithstanding the prior exercise of its option under paragraph (c) below with respect to such Securities. (c) Upon the Issuer’s exercise under paragraph (a) of the option applicable to this paragraph (c), the Issuer and the Guarantors shall be released and discharged from the obligations under any covenant contained in Article Five, Section 4.04 and any other covenant contained in the Authorizing Resolution or supplemental indenture relating to such Series to the extent provided for therein, on and after the date the conditions set forth below are satisfied (hereinafter, “Covenant Defeasance”), and the Securities of such Series shall thereafter be deemed to be not “outstanding” for the purpose of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder. For this purpose, such Covenant Defeasance means that, with respect to the outstanding Securities of a Series, the Issuer may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01(3), but, except as specified above, the remainder of this Indenture and such Securities shall be unaffected thereby. (d) The following shall be the conditions to application of either paragraph (b) or paragraph (c) above to the outstanding Securities of the applicable Series: (1) The Issuer shall have irrevocably deposited in trust with the Trustee, pursuant to an irrevocable trust and security agreement in form and substance reasonably satisfactory to the Trustee, money in U.S. dollars or U.S. government obligations or a combination thereof which through the payment of interest and principal thereof in accordance with their terms will provide money in an amount sufficient to pay the principal of and interest on, and any mandatory sinking fund payments in respect of the outstanding Securities of such Series on the stated maturity of the payments, in accordance with the terms of this Indenture and such Securities; provided, however, that the Trustee (or other qualifying trustee) shall have received an irrevocable written order from the Issuer instructing the Trustee (or other qualifying trustee) to apply such money or the proceeds of such U.S. government obligations to said payments with respect to the Securities of such Series to maturity; (2) No Default or Event of Default and no event which, with notice or lapse of time, would become an Event of Default shall have occurred and be continuing on the date of such deposit; (3) Such deposit will not result in a Default under this Indenture or a breach or violation of, or constitute a default under, any other material instrument or agreement to which the Issuer, the Company or any of the Subsidiaries is a party or by which it or any of their property is bound; (i) In the event the Issuer elects paragraph (b) hereof, the Issuer shall deliver to the Trustee an Opinion of Counsel in the United States, in form and substance reasonably satisfactory to the Trustee, to the effect that (A) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the Issue Date pertaining to such Series, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall state that, or (ii) in the event the Issuer elects paragraph (c) hereof, the Issuer shall deliver to the Trustee an Opinion of Counsel in the United States, in form and substance reasonably satisfactory to the Trustee, to the effect that, in the case of clauses (i) and (ii), Holders of the Securities of such Series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and the defeasance contemplated hereby and will be subject to federal income tax in the same amounts and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; (5) The Issuer shall have delivered to the Trustee for cancellation all an Officers’ Certificate, stating that the deposit under clause (1) was not made by the Issuer with the intent of preferring the Holders of the Securities of such Series over any series other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; (6) The Issuer shall have delivered to the Trustee an Opinion of Counsel, reasonably satisfactory to the Trustee, to the effect that, (A) the trust funds will not be subject to the rights of Holders of Indebtedness of the Issuer other than the Securities of such Series and (B) assuming no intervening bankruptcy of the Company between the date of deposit and the 91st day following the deposit and that no Holder of Securities of such Series is an insider of the Issuer, after the 91st day following the deposit, the trust funds will not be subject to any applicable bankruptcy, insolvency, reorganization or similar law affecting creditors’ rights generally; and (7) The Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent specified herein relating to the defeasance contemplated by this Section have been complied with. In the event all or any portion of the Securities of a Series are to be redeemed through such irrevocable trust, the Issuer must make arrangements satisfactory to the Trustee, at the time of such deposit, for the giving of the notice of such redemption or redemptions by the Trustee in the name and at the expense of the Issuer. (e) In addition to the Issuer’s rights above under this Section, the Issuer may terminate all of its obligations under this Indenture with respect to a Series, and the obligations of the Guarantors shall terminate with respect to such Series (subject to Section 8.02), when: (1) All Securities of such Series theretofore authenticated and all coupons, if any, appertaining thereto delivered (other than (i) coupons appertaining to Bearer Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 2.07, (ii) Securities and coupons that which have been destroyed, lost or stolen and that which have been replaced or paid as provided in Section 2.09, (iii) coupons appertaining to 2.07 and Securities called for redemption and maturing after the relevant redemption date, whose surrender has been waived as provided in Section 3.03, and (iv) Securities and coupons for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company Issuer and thereafter repaid to the Company Issuer or discharged from such trust, as provided in Section 4.03), or (b) have been delivered to the Trustee for cancellation or all such Securities of such series and, in the case of (a)(i) or (a)(ii) above, any coupons appertaining thereto not theretofore delivered to the Trustee for cancellation (i) shall have become due and payable, (ii) are by their terms to become due and payable within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company in the case of (a)(i) Issuer has irrevocably deposited or (a)(iii) above shall deposit or cause caused to be deposited with the Trustee as trust funds the entire in trust solely for that purpose an amount (other than moneys repaid by the Trustee or any paying agent to the Company in accordance with Section 12.04) of money sufficient to pay at maturity or upon redemption all and discharge the entire Indebtedness on the Securities of such series and coupons not therefore theretofore delivered to the Trustee for cancellation, including for principal of and interest; (and premium, if any2) and any interest due The Issuer has paid or to become due to such date of maturity or date fixed for redemption, as the case may be, and if in either case the Company shall also pay or cause caused to be paid all other sums payable hereunder by the Company with respect to such series, then this Indenture shall cease to be of further effect with respect to the Securities of such series, and the Trustee, on demand of and at the cost and expense of the Company and subject to Section 15.05, shall execute such instruments reasonably requested by the Company acknowledging satisfaction of and discharging this Indenture with respect to the Securities of such series. Company; (3) The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably incurred by the Trustee in connection with this Indenture or the Securities of such series. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Securities of any series or of all series, the obligations of the Company Issuer has delivered irrevocable instructions to the Trustee under Section 7.06 shall survive. to apply the deposited money toward the payment of the Securities at maturity or redemption, as applicable; and (4) The Company will deliver Issuer has delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel which together shall state Counsel, stating that all conditions precedent specified herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.

Discharge of Indenture. If at any time:Section 8.01 Termination of the Partnership’s and the Subsidiary Guarantors’ Obligations. (a) This Indenture shall cease to be of further effect with respect to the Company Securities of a series (except that the Partnership’s obligations under Section 7.07, the Trustee’s and Paying Agent’s obligations under Section 8.03 and the rights, powers, protections and privileges accorded the Trustee under Article VII shall survive), and the Trustee and the Subsidiary Guarantors, on demand of the Partnership, shall execute proper instruments acknowledging the satisfaction and discharge of this Indenture with respect to the Securities of such series, when: (1) either: (A) all outstanding Securities of such series theretofore authenticated and issued (other than destroyed, lost or stolen Securities that have been replaced or paid) have been delivered to the Trustee for cancellation all Securities of any series theretofore authenticated and all coupons, if any, appertaining thereto (other than (i) coupons appertaining to Bearer Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 2.07, (ii) Securities and coupons that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.09, (iii) coupons appertaining to Securities called for redemption and maturing after the relevant redemption date, whose surrender has been waived as provided in Section 3.03, and (iv) Securities and coupons for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 4.03), cancellation; or (bB) all such outstanding Securities of such series and, in the case of (a)(i) or (a)(ii) above, any coupons appertaining thereto not theretofore delivered to the Trustee for cancellation cancellation: (i) shall have become due and payable, or (ii) are by their terms to will become due and payable at their Stated Maturity within one year, or or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemptionredemption by the Trustee in the name, and at the Company expense, of the Partnership, and, in the case of clause (a)(ii), (ii) or (a)(iiiiii) above shall deposit above, the Partnership or cause a Subsidiary Guarantor has irrevocably deposited or caused to be deposited with the Trustee as funds (immediately available to the Holders in the case of clause (i)) in trust funds for such purpose (x) cash in an amount, or (y) Government Obligations, maturing as to principal and interest at such times and in such amounts as will ensure the availability of cash in an amount or (z) a combination thereof, which will be sufficient, in the opinion (in the case of clauses (y) and (z)) of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge the entire amount (other than moneys repaid by indebtedness on the Trustee or any paying agent to the Company in accordance with Section 12.04) sufficient to pay at maturity or upon redemption all Securities of such series for principal and coupons not therefore delivered interest to the Trustee date of such deposit (in the case of Securities which have become due and payable) or for cancellationprincipal, including principal (and premium, if any) , and any interest due to the Stated Maturity or to become due to such date of maturity or date fixed for redemptionRedemption Date, as the case may be; or (C) the Partnership and the Subsidiary Guarantors have properly fulfilled such other means of satisfaction and discharge as is specified, and if in either case as contemplated by Section 2.01, to be applicable to the Company shall also pay Securities of such series; (2) the Partnership or cause a Subsidiary Guarantor has paid or caused to be paid all other sums payable by them hereunder by the Company with respect to such series, then this Indenture shall cease to be of further effect with respect to the Securities of such series, and ; and (3) the Trustee, on demand of and at the cost and expense of the Company and subject to Section 15.05, shall execute such instruments reasonably requested by the Company acknowledging satisfaction of and discharging this Indenture with respect Partnership has delivered to the Securities of such series. The Company agrees Trustee an Officers’ Certificate stating that all conditions precedent to reimburse the Trustee for any costs or expenses thereafter reasonably incurred by the Trustee in connection with this Indenture or the Securities of such series. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Securities of any such series have been complied with, together with an Opinion of Counsel to the same effect. (b) Unless this Section 8.01(b) is specified as not being applicable to Securities of a series as contemplated by Section 2.01, the Partnership may, at its option, terminate certain of its and the Subsidiary Guarantors’ respective obligations under this Indenture (“covenant defeasance”) with respect to the Securities of a series if: (1) the Partnership or a Subsidiary Guarantor has irrevocably deposited or caused to be irrevocably deposited with the Trustee as trust funds in trust for the purpose of all making the following payments, specifically pledged as security for and dedicated solely to the benefit of the Holders of Securities of such series, (i) money in the obligations currency in which payment of the Company Securities of such series is to be made in an amount, or (ii) Government Obligations with respect to such series, maturing as to principal and interest at such times and in such amounts as will ensure the availability of money in the currency in which payment of the Securities of such series is to be made in an amount or (iii) a combination thereof, that is sufficient, in the opinion (in the case of clauses (ii) and (iii)) of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay the principal of and premium (if any) and interest on all Securities of such series on each date that such principal, premium (if any) or interest is due and payable and (at the Stated Maturity thereof or upon redemption as provided in Section 8.01(e)) to pay all other sums payable by it hereunder; provided that the Trustee under Section 7.06 shall survive. The Company will deliver have been irrevocably instructed to apply such money and/or the proceeds of such Government Obligations to the payment of said principal, premium (if any) and interest with respect to the Securities of such series as the same shall become due; (2) the Partnership has delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel which together shall state stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to the Securities of such series have been complied with, and an Opinion of Counsel to the same effect; (3) no Default or Event of Default with respect to the Securities of such series shall have occurred and be continuing on the date of such deposit; (4) the Partnership shall have delivered to the Trustee an Opinion of Counsel from a nationally recognized counsel acceptable to the Trustee or a tax ruling to the effect that the Holders will not recognize income, gain or loss for U.S. Federal income tax purposes as a result of the Partnership’s exercise of its option under this Section 8.01(b) and will be subject to U.S. Federal income tax on the same amount and in the same manner and at the same times as would have been the case if such option had not been exercised; (5) the Partnership and the Subsidiary Guarantors have complied with any additional conditions specified pursuant to Section 2.01 to be applicable to the discharge of Securities of such series pursuant to this Section 8.01; and (6) such deposit and discharge shall not cause the Trustee to have a conflicting interest as defined in TIA Section 310(b). In such event, this Indenture shall cease to be of further effect (except as set forth in this paragraph), and the Trustee and the Subsidiary Guarantors, on demand of the Partnership, shall execute proper instruments acknowledging satisfaction and discharge under this Indenture. However, the Partnership’s and the Subsidiary Guarantors’ respective obligations in Sections 2.05, 2.06, 2.07, 2.08, 2.09, 4.01, 4.02, 7.07, 7.08, 8.04 and 10.01, the Trustee’s and Paying Agent’s obligations in Section 8.03 and the rights, powers, protections and privileges accorded the Trustee under Article VII shall survive until all Securities of such series are no longer outstanding. Thereafter, only the Partnership’s obligations in Section 7.07 and the Trustee’s and Paying Agent’s obligations in Section 8.03 shall survive with respect to Securities of such series. After such irrevocable deposit made pursuant to this Section 8.01(b) and satisfaction of the other conditions set forth herein, the Trustee upon request shall acknowledge in writing the discharge of the Partnership’s and the Subsidiary Guarantors’ obligations under this Indenture with respect to the Securities of such series except for those surviving obligations specified above. In order to have money available on a payment date to pay principal of or premium (if any) or interest on the Securities, the Government Obligations shall be payable as to principal or interest on or before such payment date in such amounts as will provide the necessary money. Government Obligations shall not be callable at the issuer’s option. (c) If the Partnership and the Subsidiary Guarantors have previously complied or are concurrently complying with Section 8.01(b) (other than any additional conditions specified pursuant to Section 2.01 that are expressly applicable only to covenant defeasance) with respect to Securities of a series, then, unless this Section 8.01(c) is specified as not being applicable to Securities of such series as contemplated by Section 2.01, the Partnership may elect that its and the Subsidiary Guarantors’ respective obligations to make payments with respect to Securities of such series be discharged (“legal defeasance”), if: (1) no Default or Event of Default under clauses (5) and (6) of Section 6.01 hereof shall have occurred at any time during the period ending on the 91st day after the date of deposit contemplated by Section 8.01(b) (it being understood that this condition shall not be deemed satisfied until the expiration of such period); (2) unless otherwise specified with respect to Securities of such series as contemplated by Section 2.01, the Partnership has delivered to the Trustee an Opinion of Counsel from a nationally recognized counsel acceptable to the Trustee to the effect referred to in Section 8.01(b)(4) with respect to such legal defeasance, which opinion is based on (i) a private ruling of the Internal Revenue Service addressed to the Partnership, (ii) a published ruling of the Internal Revenue Service pertaining to a comparable form of transaction or (iii) a change in the applicable federal income tax law (including regulations) after the date of this Indenture; (3) the Partnership and the Subsidiary Guarantors have complied with any other conditions specified pursuant to Section 2.01 to be applicable to the legal defeasance of Securities of such series pursuant to this Section 8.01(c); and (4) the Partnership has delivered to the Trustee a Partnership Request requesting such legal defeasance of the Securities of such series and an Officers’ Certificate stating that all conditions precedent with respect to such legal defeasance of the Securities of such series have been complied with, together with an Opinion of Counsel to the same effect. In such event, the Partnership and the Subsidiary Guarantors will be discharged from their respective obligations under this Indenture and the Securities of such series to pay principal of, premium (if any) and interest on, and any Additional Amounts with respect to, Securities of such series, the Partnership’s and the Subsidiary Guarantors’ respective obligations under Sections 4.01, 4.02 and 10.01 shall terminate with respect to such Securities, and the entire indebtedness of the Partnership evidenced by such Securities and of the Subsidiary Guarantors evidenced by the related Guarantees shall be deemed paid and discharged. (d) If and to the extent additional or alternative means of satisfaction, discharge or defeasance of Securities of a series are specified to be applicable to such series as contemplated by Section 2.01, each of the Partnership and the Subsidiary Guarantors may terminate any or all of its obligations under this Indenture with respect to Securities of a series and any or all of its obligations under the Securities of such series if it fulfills such other means of satisfaction and discharge as may be so specified, as contemplated by Section 2.01, to be applicable to the Securities of such series. (e) If Securities of any series subject to subsections (a), (b), (c) or (d) of this Section 8.01 are to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption provisions or in accordance with any mandatory or optional sinking fund provisions, the terms of the applicable trust arrangement shall provide for such redemption, and the Partnership shall make such arrangements as are reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Partnership.

Discharge of Indenture. If at any time: time (a) the Company shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated and all coupons, if any, appertaining thereto (other than (i) coupons any Securities of such series and Coupons appertaining to Bearer Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 2.07, (ii) Securities and coupons that thereto which shall have been destroyed, lost or stolen and that which shall have been replaced or paid as provided in Section 2.09, (iii2.06) coupons appertaining to Securities called for redemption and maturing after the relevant redemption date, whose surrender has been waived as provided in Section 3.03, and (iv) Securities and coupons for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 4.03), or (b) all such Securities of such series and, in the case of (a)(i) or (a)(ii) above, and any coupons Coupons appertaining thereto to such Securities not theretofore delivered to the Trustee for cancellation (i) shall have become due and payable, (ii) or are by their terms to become due and payable within one year, year or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company in the case of (a)(i) or (a)(iii) above shall deposit or cause to be deposited with the Trustee as trust funds the entire amount (other than moneys repaid by the Trustee or any paying agent to the Company in accordance with Section 12.04) sufficient to pay at maturity or upon redemption all Securities of such series and coupons all Coupons appertaining to such Securities not therefore theretofore delivered to the Trustee for cancellation, including principal (and premium, if any) ), interest, if any, and any interest Additional Amounts, if any, due or to become due to such date of maturity or date fixed for redemption, as the case may be, and if in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company with respect to such series, then this Indenture shall cease to be of further effect with respect to the Securities of such seriesseries or any Coupons appertaining to such Securities, and the Trustee, on demand of and at the cost and expense of the Company and subject to Section 15.0515.04, shall execute such proper instruments reasonably requested by the Company acknowledging satisfaction of and discharging this Indenture with respect to the Securities of such seriesseries and all Coupons appertaining to such Securities. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the Securities of such series. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Securities of any series or of all series, the obligations of the Company any Coupons appertaining to the Trustee under Section 7.06 shall survive. The Company will deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel which together shall state that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied withsuch Securities.

Discharge of Indenture. If at any time: time (a) the Company shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated and all coupons, if any, appertaining thereto (other than (i) any Securities of such series and coupons appertaining to Bearer Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 2.07, (ii) Securities and coupons that thereto which shall have been destroyed, lost or stolen and that which shall have been replaced or paid as provided in Section 2.09, (iii) coupons appertaining to Securities called for redemption and maturing after the relevant redemption date, whose surrender has been waived as provided in Section 3.03, and (iv) Securities and coupons for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 4.032.06), or or (b) all such Securities of such series and, in the case of (a)(i) or (a)(ii) above, and any coupons appertaining thereto to such Securities not theretofore delivered to the Trustee for cancellation (i) shall have become due and payable, (ii) or are by their terms to become due and payable within one year, year or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company in the case of (a)(i) or (a)(iii) above shall deposit or cause to be deposited with the Trustee as trust funds the entire amount (other than moneys repaid by the Trustee or any paying agent to the Company in accordance with Section 12.04) sufficient to pay at maturity or upon redemption all Securities of such series and all coupons appertaining to such Securities not therefore theretofore delivered to the Trustee for cancellation, including principal (and premium, if any) ), interest, if any, and any interest Additional Amounts, if any, due or to become due to such date of maturity or date fixed for redemption, as the case may be, and if in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company with respect to such series, then this Indenture shall cease to be of further effect with respect to the Securities of such seriesseries or any coupons appertaining to such Securities, and the Trustee, on demand of and at the cost and expense of the Company and subject to Section 15.0514.04, shall execute such proper instruments reasonably requested by the Company acknowledging satisfaction of and discharging this Indenture with respect to the Securities of such seriesseries and all coupons appertaining to such Securities. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the Securities of such series. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Securities of any series or of all series, the obligations of the Company any coupons appertaining to the Trustee under Section 7.06 shall survive. The Company will deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel which together shall state that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied withsuch Securities.

Discharge of Indenture. If at any time:SECTION 8.01 Termination of the Partnership's and the Guarantor's Obligations. (a) This Indenture shall cease to be of further effect with respect to the Company Securities of a series (except that the Partnership's obligations under Section 7.07, the Trustee's and Paying Agent's obligations under Section 8.03 and the rights, powers, protections and privileges accorded the Trustee under Article VII shall survive), and the Trustee and the Guarantor, on demand of the Partnership, shall execute proper instruments acknowledging the satisfaction and discharge of this Indenture with respect to the Securities of such series, when: (1) either: (A) all outstanding Securities of such series theretofore authenticated and issued (other than destroyed, lost or stolen Securities that have been replaced or paid) have been delivered to the Trustee for cancellation all Securities of any series theretofore authenticated and all coupons, if any, appertaining thereto (other than (i) coupons appertaining to Bearer Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 2.07, (ii) Securities and coupons that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.09, (iii) coupons appertaining to Securities called for redemption and maturing after the relevant redemption date, whose surrender has been waived as provided in Section 3.03, and (iv) Securities and coupons for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 4.03), cancellation; or (bB) all such outstanding Securities of such series and, in the case of (a)(i) or (a)(ii) above, any coupons appertaining thereto not theretofore delivered to the Trustee for cancellation cancellation: (i) shall have become due and payable, or (ii) are by their terms to will become due and payable at their Stated Maturity within one year, or or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemptionredemption by the Trustee in the name, and at the Company expense, of the Partnership, and, in the case of clause (a)(ii), (ii) or (a)(iiiiii) above shall deposit above, the Partnership or cause the Guarantor has irrevocably deposited or caused to be deposited with the Trustee as funds (immediately available to the Holders in the case of clause (i)) in trust funds for such purpose (x) cash in an amount, or (y) Government Obligations, maturing as to principal and interest at such times and in such amounts as will ensure the availability of cash in an amount or (z) a combination thereof, which will be sufficient, in the opinion (in the case of clauses (y) and (z)) of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge the entire amount (other than moneys repaid by indebtedness on the Trustee or any paying agent to the Company in accordance with Section 12.04) sufficient to pay at maturity or upon redemption all Securities of such series for principal and coupons not therefore delivered interest to the Trustee date of such deposit (in the case of Securities which have become due and payable) or for cancellationprincipal, including principal (and premium, if any) , and any interest due to the Stated Maturity or to become due to such date of maturity or date fixed for redemptionRedemption Date, as the case may be; or (C) the Partnership and the Guarantor have properly fulfilled such other means of satisfaction and discharge as is specified, as contemplated by Section 2.01, to be applicable to the Securities of such series; (2) the Partnership and if in either case the Company shall also pay Guarantor have paid or cause caused to be paid all other sums payable by them hereunder by the Company with respect to such series, then this Indenture shall cease to be of further effect with respect to the Securities of such series, and ; and (3) the Trustee, on demand of and at the cost and expense of the Company and subject to Section 15.05, shall execute such instruments reasonably requested by the Company acknowledging satisfaction of and discharging this Indenture with respect Partnership has delivered to the Securities of such series. The Company agrees Trustee an Officers' Certificate stating that all conditions precedent to reimburse the Trustee for any costs or expenses thereafter reasonably incurred by the Trustee in connection with this Indenture or the Securities of such series. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Securities of any such series have been complied with, together with an Opinion of Counsel to the same effect. (b) Unless this Section 8.01(b) is specified as not being applicable to Securities of a series as contemplated by Section 2.01, the Partnership may, at its option, terminate certain of its and the Guarantor's respective obligations under this Indenture ("covenant defeasance") with respect to the Securities of a series if: (1) the Partnership or the Guarantor has irrevocably deposited or caused to be irrevocably deposited with the Trustee as trust funds in trust for the purpose of all making the following payments, specifically pledged as security for and dedicated solely to the benefit of the Holders of Securities of such series, (i) money in the obligations currency in which payment of the Company Securities of such series is to be made in an amount, or (ii) Government Obligations with respect to such series, maturing as to principal and interest at such times and in such amounts as will ensure the availability of money in the currency in which payment of the Securities of such series is to be made in an amount or (iii) a combination thereof, that is sufficient, in the opinion (in the case of clauses (ii) and (iii)) of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay the principal of and premium (if any) and interest on all Securities of such series on each date that such principal, premium (if any) or interest is due and payable and (at the Stated Maturity thereof or upon redemption as provided in Section 8.01(e)) to pay all other sums payable by it hereunder; provided that the Trustee under Section 7.06 shall survive. The Company will deliver have been irrevocably instructed to apply such money and/or the proceeds of such Government Obligations to the payment of said principal, premium (if any) and interest with respect to the Securities of such series as the same shall become due; (2) the Partnership has delivered to the Trustee an Officer’s Officers' Certificate and an Opinion of Counsel which together shall state stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to the Securities of such series have been complied with, and an Opinion of Counsel to the same effect; (3) no Default or Event of Default with respect to the Securities of such series shall have occurred and be continuing on the date of such deposit; (4) the Partnership shall have delivered to the Trustee an Opinion of Counsel from a nationally recognized counsel acceptable to the Trustee or a tax ruling to the effect that the Holders will not recognize income, gain or loss for U.S. Federal income tax purposes as a result of the Partnership's exercise of its option under this Section 8.01(b) and will be subject to U.S. Federal income tax on the same amount and in the same manner and at the same times as would have been the case if such option had not been exercised; (5) the Partnership and the Guarantor have complied with any additional conditions specified pursuant to Section 2.01 to be applicable to the discharge of Securities of such series pursuant to this Section 8.01; and (6) such deposit and discharge shall not cause the Trustee to have a conflicting interest as defined in TIA Section 310(b). In such event, this Indenture shall cease to be of further effect (except as set forth in this paragraph), and the Trustee and the Guarantor, on demand of the Partnership, shall execute proper instruments acknowledging satisfaction and discharge under this Indenture. However, the Partnership's and the Guarantor's respective obligations in Sections 2.05, 2.06, 2.07, 2.08, 2.09, 4.01, 4.02, 7.07, 7.08, 8.04 and 11.01, the Trustee's and Paying Agent's obligations in Section 8.03 and the rights, powers, protections and privileges accorded the Trustee under Article VII shall survive until all Securities of such series are no longer outstanding. Thereafter, only the Partnership's obligations in Section 7.07 and the Trustee's and Paying Agent's obligations in Section 8.03 shall survive with respect to Securities of such series. After such irrevocable deposit made pursuant to this Section 8.01(b) and satisfaction of the other conditions set forth herein, the Trustee upon request shall acknowledge in writing the discharge of the Partnership's and the Guarantor's obligations under this Indenture with respect to the Securities of such series except for those surviving obligations specified above. In order to have money available on a payment date to pay principal of or premium (if any) or interest on the Securities, the Government Obligations shall be payable as to principal or interest on or before such payment date in such amounts as will provide the necessary money. Government Obligations shall not be callable at the issuer's option. (c) If the Partnership and the Guarantor have previously complied or are concurrently complying with Section 8.01(b) (other than any additional conditions specified pursuant to Section 2.01 that are expressly applicable only to covenant defeasance) with respect to Securities of a series, then, unless this Section 8.01(c) is specified as not being applicable to Securities of such series as contemplated by Section 2.01, the Partnership may elect its and the Guarantor's respective obligations to make payments with respect to Securities of such series be discharged ("legal defeasance"), if: (1) no Default or Event of Default under clauses (5) and (6) of Section 6.01 hereof shall have occurred at any time during the period ending on the 91st day after the date of deposit contemplated by Section 8.01(b) (it being understood that this condition shall not be deemed satisfied until the expiration of such period); (2) unless otherwise specified with respect to Securities of such series as contemplated by Section 2.01, the Partnership has delivered to the Trustee an Opinion of Counsel from a nationally recognized counsel acceptable to the Trustee to the effect referred to in Section 8.01(b)(4) with respect to such legal defeasance, which opinion is based on (i) a private ruling of the Internal Revenue Service addressed to the Partnership, (ii) a published ruling of the Internal Revenue Service pertaining to a comparable form of transaction or (iii) a change in the applicable federal income tax law (including regulations) after the date of this Indenture; (3) the Partnership and the Guarantor have complied with any other conditions specified pursuant to Section 2.01 to be applicable to the legal defeasance of Securities of such series pursuant to this Section 8.01(c); and (4) the Partnership has delivered to the Trustee a Partnership Request requesting such legal defeasance of the Securities of such series and an Officers' Certificate stating that all conditions precedent with respect to such legal defeasance of the Securities of such series have been complied with, together with an Opinion of Counsel to the same effect. In such event, the Partnership and the Guarantor will be discharged from their respective obligations under this Indenture and the Securities of such series to pay principal of, premium (if any) and interest on, and any Additional Amounts with respect to, Securities of such series, the Partnership's and the Guarantor's respective obligations under Sections 4.01, 4.02 and 11.01 shall terminate with respect to such Securities, and the entire indebtedness of the Partnership evidenced by such Securities and of the Guarantor evidenced by the related Guarantee shall be deemed paid and discharged. (d) If and to the extent additional or alternative means of satisfaction, discharge or defeasance of Securities of a series are specified to be applicable to such series as contemplated by Section 2.01, each of the Partnership and the Guarantor may terminate any or all of its obligations under this Indenture with respect to Securities of a series and any or all of its obligations under the Securities of such series if it fulfills such other means of satisfaction and discharge as may be so specified, as contemplated by Section 2.01, to be applicable to the Securities of such series. (e) If Securities of any series subject to subsections (a), (b), (c) or (d) of this Section 8.01 are to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption provisions or in accordance with any mandatory or optional sinking fund provisions, the terms of the applicable trust arrangement shall provide for such redemption, and the Partnership shall make such arrangements as are reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Partnership.

Discharge of Indenture. If at any time:SECTION 8.01 Termination of the Partnership's and the Guarantor's Obligations. (a) This Indenture shall cease to be of further effect with respect to the Company Securities of a series (except that the Partnership's obligations under Section 7.07, the Trustee's and Paying Agent's obligations under Section 8.03 and the rights, powers, protections and privileges accorded the Trustee under Article VII shall survive), and the Trustee and the Guarantor, on demand of the Partnership, shall execute proper instruments acknowledging the satisfaction and discharge of this Indenture with respect to the Securities of such series, when: (1) either: (A) all outstanding Securities of such series theretofore authenticated and issued (other than destroyed, lost or stolen Securities that have been replaced or paid) have been delivered to the Trustee for cancellation all Securities of any series theretofore authenticated and all coupons, if any, appertaining thereto (other than (i) coupons appertaining to Bearer Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 2.07, (ii) Securities and coupons that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.09, (iii) coupons appertaining to Securities called for redemption and maturing after the relevant redemption date, whose surrender has been waived as provided in Section 3.03, and (iv) Securities and coupons for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 4.03), cancellation; or (bB) all such outstanding Securities of such series and, in the case of (a)(i) or (a)(ii) above, any coupons appertaining thereto not theretofore delivered to the Trustee for cancellation cancellation: (i) shall have become due and payable, or (ii) are by their terms to will become due and payable at their Stated Maturity within one year, or or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemptionredemption by the Trustee in the name, and at the Company expense, of the Partnership, and, in the case of clause (a)(ii), (ii) or (a)(iiiiii) above shall deposit above, the Partnership or cause the Guarantor has irrevocably deposited or caused to be deposited with the Trustee as funds (immediately available to the Holders in the case of clause (i)) in trust funds for such purpose (x) cash in an amount, or (y) Government Obligations, maturing as to principal and interest at such times and in such amounts as will ensure the availability of cash in an amount or (z) a combination thereof, which will be sufficient, in the opinion (in the case of clauses (y) and (z)) of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge the entire amount (other than moneys repaid by indebtedness on the Trustee or any paying agent to the Company in accordance with Section 12.04) sufficient to pay at maturity or upon redemption all Securities of such series for principal and coupons not therefore delivered interest to the Trustee date of such deposit (in the case of Securities which have become due and payable) or for cancellationprincipal, including principal (and premium, if any) , and any interest due to the Stated Maturity or to become due to such date of maturity or date fixed for redemptionRedemption Date, as the case may be; or (C) the Partnership and the Guarantor have properly fulfilled such other means of satisfaction and discharge as is specified, and if in either case as contemplated by Section 2.01, to be applicable to the Company shall also pay Securities of such series; (2) the Partnership or cause the Guarantor has paid or caused to be paid all other sums payable by them hereunder by the Company with respect to such series, then this Indenture shall cease to be of further effect with respect to the Securities of such series, and ; and (3) the Trustee, on demand of and at the cost and expense of the Company and subject to Section 15.05, shall execute such instruments reasonably requested by the Company acknowledging satisfaction of and discharging this Indenture with respect Partnership has delivered to the Securities of such series. The Company agrees Trustee an Officers' Certificate stating that all conditions precedent to reimburse the Trustee for any costs or expenses thereafter reasonably incurred by the Trustee in connection with this Indenture or the Securities of such series. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Securities of any such series have been complied with, together with an Opinion of Counsel to the same effect. (b) Unless this Section 8.01(b) is specified as not being applicable to Securities of a series as contemplated by Section 2.01, the Partnership may, at its option, terminate certain of its and the Guarantor's respective obligations under this Indenture ("covenant defeasance") with respect to the Securities of a series if: (1) the Partnership or the Guarantor has irrevocably deposited or caused to be irrevocably deposited with the Trustee as trust funds in trust for the purpose of all making the following payments, specifically pledged as security for and dedicated solely to the benefit of the Holders of Securities of such series, (i) money in the obligations currency in which payment of the Company Securities of such series is to be made in an amount, or (ii) Government Obligations with respect to such series, maturing as to principal and interest at such times and in such amounts as will ensure the availability of money in the currency in which payment of the Securities of such series is to be made in an amount or (iii) a combination thereof, that is sufficient, in the opinion (in the case of clauses (ii) and (iii)) of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay the principal of and premium (if any) and interest on all Securities of such series on each date that such principal, premium (if any) or interest is due and payable and (at the Stated Maturity thereof or upon redemption as provided in Section 8.01(e)) to pay all other sums payable by it hereunder; provided that the Trustee under Section 7.06 shall survive. The Company will deliver have been irrevocably instructed to apply such money and/or the proceeds of such Government Obligations to the payment of said principal, premium (if any) and interest with respect to the Securities of such series as the same shall become due; (2) the Partnership has delivered to the Trustee an Officer’s Officers' Certificate and an Opinion of Counsel which together shall state stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to the Securities of such series have been complied with, and an Opinion of Counsel to the same effect; (3) no Default or Event of Default with respect to the Securities of such series shall have occurred and be continuing on the date of such deposit; (4) the Partnership shall have delivered to the Trustee an Opinion of Counsel from a nationally recognized counsel acceptable to the Trustee or a tax ruling to the effect that the Holders will not recognize income, gain or loss for U.S. Federal income tax purposes as a result of the Partnership's exercise of its option under this Section 8.01(b) and will be subject to U.S. Federal income tax on the same amount and in the same manner and at the same times as would have been the case if such option had not been exercised; (5) the Partnership and the Guarantor have complied with any additional conditions specified pursuant to Section 2.01 to be applicable to the discharge of Securities of such series pursuant to this Section 8.01; and (6) such deposit and discharge shall not cause the Trustee to have a conflicting interest as defined in TIA Section 310(b). In such event, this Indenture shall cease to be of further effect (except as set forth in this paragraph), and the Trustee and the Guarantor, on demand of the Partnership, shall execute proper instruments acknowledging satisfaction and discharge under this Indenture. However, the Partnership's and the Guarantor's respective obligations in Sections 2.05, 2.06, 2.07, 2.08, 2.09, 4.01, 4.02, 7.07, 7.08, 8.04 and 10.01, the Trustee's and Paying Agent's obligations in Section 8.03 and the rights, powers, protections and privileges accorded the Trustee under Article VII shall survive until all Securities of such series are no longer outstanding. Thereafter, only the Partnership's obligations in Section 7.07 and the Trustee's and Paying Agent's obligations in Section 8.03 shall survive with respect to Securities of such series. After such irrevocable deposit made pursuant to this Section 8.01(b) and satisfaction of the other conditions set forth herein, the Trustee upon request shall acknowledge in writing the discharge of the Partnership's and the Guarantor's obligations under this Indenture with respect to the Securities of such series except for those surviving obligations specified above. In order to have money available on a payment date to pay principal of or premium (if any) or interest on the Securities, the Government Obligations shall be payable as to principal or interest on or before such payment date in such amounts as will provide the necessary money. Government Obligations shall not be callable at the issuer's option. (c) If the Partnership and the Guarantor have previously complied or are concurrently complying with Section 8.01(b) (other than any additional conditions specified pursuant to Section 2.01 that are expressly applicable only to covenant defeasance) with respect to Securities of a series, then, unless this Section 8.01(c) is specified as not being applicable to Securities of such series as contemplated by Section 2.01, the Partnership may elect that its and the Guarantor's respective obligations to make payments with respect to Securities of such series be discharged ("legal defeasance"), if: (1) no Default or Event of Default under clauses (5) and (6) of Section 6.01 hereof shall have occurred at any time during the period ending on the 91st day after the date of deposit contemplated by Section 8.01(b) (it being understood that this condition shall not be deemed satisfied until the expiration of such period); (2) unless otherwise specified with respect to Securities of such series as contemplated by Section 2.01, the Partnership has delivered to the Trustee an Opinion of Counsel from a nationally recognized counsel acceptable to the Trustee to the effect referred to in Section 8.01(b)(4) with respect to such legal defeasance, which opinion is based on (i) a private ruling of the Internal Revenue Service addressed to the Partnership, (ii) a published ruling of the Internal Revenue Service pertaining to a comparable form of transaction or (iii) a change in the applicable federal income tax law (including regulations) after the date of this Indenture; (3) the Partnership and the Guarantor have complied with any other conditions specified pursuant to Section 2.01 to be applicable to the legal defeasance of Securities of such series pursuant to this Section 8.01(c); and (4) the Partnership has delivered to the Trustee a Partnership Request requesting such legal defeasance of the Securities of such series and an Officers' Certificate stating that all conditions precedent with respect to such legal defeasance of the Securities of such series have been complied with, together with an Opinion of Counsel to the same effect. In such event, the Partnership and the Guarantor will be discharged from their respective obligations under this Indenture and the Securities of such series to pay principal of, premium (if any) and interest on, and any Additional Amounts with respect to, Securities of such series, the Partnership's and the Guarantor's obligations under Sections 4.01, 4.02 and 10.01 shall terminate with respect to such Securities, and the entire indebtedness of the Partnership evidenced by such Securities and of the Guarantor evidenced by the related Guarantee shall be deemed paid and discharged. (d) If and to the extent additional or alternative means of satisfaction, discharge or defeasance of Securities of a series are specified to be applicable to such series as contemplated by Section 2.01, each of the Partnership and the Guarantor may terminate any or all of its obligations under this Indenture with respect to Securities of a series and any or all of its obligations under the Securities of such series if it fulfills such other means of satisfaction and discharge as may be so specified, as contemplated by Section 2.01, to be applicable to the Securities of such series. (e) If Securities of any series subject to subsections (a), (b), (c) or (d) of this Section 8.01 are to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption provisions or in accordance with any mandatory or optional sinking fund provisions, the terms of the applicable trust arrangement shall provide for such redemption, and the Partnership shall make such arrangements as are reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Partnership.

Discharge of Indenture. If at any time:The Issuer may terminate its obligations and the obligations of the Guarantors under the Notes, the Note Guarantees and this Indenture, except the obligations referred to in the last paragraph of this Section 8.01, if (a1) all the Company shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated and all coupons, if any, appertaining thereto (other than (i) coupons appertaining to Bearer Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 2.07, (ii) Securities and coupons Notes that have been destroyedauthenticated and delivered (except lost, lost stolen or stolen and that destroyed Notes which have been replaced or paid as provided in Section 2.09, (iii) coupons appertaining to Securities called for redemption and maturing after the relevant redemption date, whose surrender has been waived as provided in Section 3.03, and (iv) Securities and coupons Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company Issuer and thereafter repaid to the Company Issuer or discharged from such this trust, as provided in Section 4.03)) have been delivered to the Trustee for cancellation, or (ba) all such Securities of such series and, in the case of (a)(i) or (a)(ii) above, any coupons appertaining thereto Notes not theretofore delivered to the Trustee for cancellation otherwise (i) shall have become due and payable, (ii) are by their terms to shall become due and payable payable, or may be called for redemption, within one year, year or (iii) are to be have been called for redemption within one year under arrangements satisfactory pursuant to Section 3.01, and, in any case, the Trustee for the giving of notice of redemption, and the Company in the case of (a)(i) Issuer has irrevocably deposited or (a)(iii) above shall deposit or cause caused to be deposited with the Trustee as trust funds funds, in trust solely for the benefit of the Holders of such Notes, U.S. legal tender, U.S. Government Obligations or a combination thereof, in such amounts as shall be sufficient (without consideration of any reinvestment of interest) to pay and discharge the entire amount Indebtedness (other than moneys repaid by including all principal and accrued interest) on the Trustee or any paying agent to the Company in accordance with Section 12.04) sufficient to pay at maturity or upon redemption all Securities of such series and coupons Notes not therefore theretofore delivered to the Trustee for cancellation, including principal (b) the Issuer has paid all sums payable by it under this Indenture, and premium, if any(c) and any interest due the Issuer has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or to become due to such on the date of maturity or date fixed for redemption, as the case may be, and if in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company with respect to such series, then this Indenture shall cease to be of further effect with respect to the Securities of such series, and the Trustee, on demand of and at the cost and expense of the Company and subject to Section 15.05, shall execute such instruments reasonably requested by the Company acknowledging satisfaction of and discharging this Indenture with respect to the Securities of such series. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably incurred by the Trustee in connection with this Indenture or the Securities of such series. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Securities of any series or of all seriesIn addition, the obligations of the Company to the Trustee under Section 7.06 shall survive. The Company will Issuer must deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel which together shall state stating that all conditions precedent herein provided to satisfaction and discharge have been complied with. After such delivery, the Trustee shall acknowledge in writing the discharge of the Issuer’s and the Guarantors’ obligations under the Notes, the Note Guarantees and this Indenture, except for relating to those surviving obligations specified below. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuer in Section 7.07 of the Base Indenture have been complied withand in Sections 8.05 and 8.06 shall survive.

Discharge of Indenture. If at any time:SECTION 8.01 Termination of the Partnership's and the Guarantor's Obligations. (a) This Indenture shall cease to be of further effect with respect to the Company Securities of a series (except that the Partnership's obligations under Section 7.07, the Trustee's and Paying Agent's obligations under Section 8.03 and the rights, powers, protections and privileges accorded the Trustee under Article VII shall survive), and the Trustee and the Guarantor, on demand of the Partnership, shall execute proper instruments acknowledging the satisfaction and discharge of this Indenture with respect to the Securities of such series, when: (1) either: (A) all outstanding Securities of such series theretofore authenticated and issued (other than destroyed, lost or stolen Securities that have been replaced or paid) have been delivered to the Trustee for cancellation all Securities of any series theretofore authenticated and all coupons, if any, appertaining thereto (other than (i) coupons appertaining to Bearer Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 2.07, (ii) Securities and coupons that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.09, (iii) coupons appertaining to Securities called for redemption and maturing after the relevant redemption date, whose surrender has been waived as provided in Section 3.03, and (iv) Securities and coupons for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 4.03), cancellation; or (bB) all such outstanding Securities of such series and, in the case of (a)(i) or (a)(ii) above, any coupons appertaining thereto not theretofore delivered to the Trustee for cancellation cancellation: (i) shall have become due and payable, or (ii) are by their terms to will become due and payable at their Stated Maturity within one year, or or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemptionredemption by the Trustee in the name, and at the Company expense, of the Partnership, and, in the case of clause (a)(ii), (ii) or (a)(iiiiii) above shall deposit above, the Partnership or cause the Guarantor has irrevocably deposited or caused to be deposited with the Trustee as funds (immediately available to the Holders in the case of clause (i)) in trust funds for such purpose (x) cash in an amount, or (y) Government Obligations, maturing as to principal and interest at such times and in such amounts as will ensure the availability of cash in an amount or (z) a combination thereof, which will be sufficient, in the opinion (in the case of clauses (y) and (z)) of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge the entire amount (other than moneys repaid by indebtedness on the Trustee or any paying agent to the Company in accordance with Section 12.04) sufficient to pay at maturity or upon redemption all Securities of such series for principal and coupons not therefore delivered interest to the Trustee date of such deposit (in the case of Securities which have become due and payable) or for cancellationprincipal, including principal (and premium, if any) , and any interest due to the Stated Maturity or to become due to such date of maturity or date fixed for redemptionRedemption Date, as the case may be; or (C) the Partnership and the Guarantor have properly fulfilled such other means of satisfaction and discharge as is specified, and if in either case as contemplated by Section 2.01, to be applicable to the Company shall also pay Securities of such series; (2) the Partnership or cause the Guarantor has paid or caused to be paid all other sums payable by them hereunder by the Company with respect to such series, then this Indenture shall cease to be of further effect with respect to the Securities of such series, and ; and (3) the Trustee, on demand of and at the cost and expense of the Company and subject to Section 15.05, shall execute such instruments reasonably requested by the Company acknowledging satisfaction of and discharging this Indenture with respect Partnership has delivered to the Securities of such series. The Company agrees Trustee an Officers' Certificate stating that all conditions precedent to reimburse the Trustee for any costs or expenses thereafter reasonably incurred by the Trustee in connection with this Indenture or the Securities of such series. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Securities of any such series have been complied with, together with an Opinion of Counsel to the same effect. (b) Unless this Section 8.01(b) is specified as not being applicable to Securities of a series as contemplated by Section 2.01, the Partnership may, at its option, terminate certain of its and the Guarantor's respective obligations under this Indenture ("covenant defeasance") with respect to the Securities of a series if: (1) the Partnership or the Guarantor has irrevocably deposited or caused to be irrevocably deposited with the Trustee as trust funds in trust for the purpose of all making the following payments, specifically pledged as security for and dedicated solely to the benefit of the Holders of Securities of such series, (i) money in the obligations currency in which payment of the Company Securities of such series is to be made in an amount, or (ii) Government Obligations with respect to such series, maturing as to principal and interest at such times and in such amounts as will ensure the availability of money in the currency in which payment of the Securities of such series is to be made in an amount or (iii) a combination thereof, that is sufficient, in the opinion (in the case of clauses (ii) and (iii)) of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay the principal of and premium (if any) and interest on all Securities of such series on each date that such principal, premium (if any) or interest is due and payable and (at the Stated Maturity thereof or upon redemption as provided in Section 8.01(e)) to pay all other sums payable by it hereunder; provided that the Trustee under Section 7.06 shall survive. The Company will deliver have been irrevocably instructed to apply such money and/or the proceeds of such Government Obligations to the payment of said principal, premium (if any) and interest with respect to the Securities of such series as the same shall become due; (2) the Partnership has delivered to the Trustee an Officer’s Officers' Certificate and an Opinion of Counsel which together shall state stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to the Securities of such series have been complied with, and an Opinion of Counsel to the same effect; (3) no Default or Event of Default with respect to the Securities of such series shall have occurred and be continuing on the date of such deposit; (4) the Partnership shall have delivered to the Trustee an Opinion of Counsel from a nationally recognized counsel acceptable to the Trustee or a tax ruling to the effect that the Holders will not recognize income, gain or loss for U.S. Federal income tax purposes as a result of the Partnership's exercise of its option under this Section 8.01(b) and will be subject to U.S. Federal income tax on the same amount and in the same manner and at the same times as would have been the case if such option had not been exercised; (5) the Partnership and the Guarantor have complied with any additional conditions specified pursuant to Section 2.01 to be applicable to the discharge of Securities of such series pursuant to this Section 8.01; and (6) such deposit and discharge shall not cause the Trustee to have a conflicting interest as defined in TIA Section 310(b). In such event, this Indenture shall cease to be of further effect (except as set forth in this paragraph), and the Trustee and the Guarantor, on demand of the Partnership, shall execute proper instruments acknowledging satisfaction and discharge under this Indenture. However, the Partnership's and the Guarantor's respective obligations in Sections 2.05, 2.06, 2.07, 2.08, 2.09, 4.01, 4.02, 7.07, 7.08, 8.04 and 11.01, the Trustee's and Paying Agent's obligations in Section 8.03 and the rights, powers, protections and privileges accorded the Trustee under Article VII shall survive until all Securities of such series are no longer outstanding. Thereafter, only the Partnership's obligations in Section 7.07 and the Trustee's and Paying Agent's obligations in Section 8.03 shall survive with respect to Securities of such series. After such irrevocable deposit made pursuant to this Section 8.01(b) and satisfaction of the other conditions set forth herein, the Trustee upon request shall acknowledge in writing the discharge of the Partnership's and the Guarantor's obligations under this Indenture with respect to the Securities of such series except for those surviving obligations specified above. In order to have money available on a payment date to pay principal of or premium (if any) or interest on the Securities, the Government Obligations shall be payable as to principal or interest on or before such payment date in such amounts as will provide the necessary money. Government Obligations shall not be callable at the issuer's option. (c) If the Partnership and the Guarantor have previously complied or are concurrently complying with Section 8.01(b) (other than any additional conditions specified pursuant to Section 2.01 that are expressly applicable only to covenant defeasance) with respect to Securities of a series, then, unless this Section 8.01(c) is specified as not being applicable to Securities of such series as contemplated by Section 2.01, the Partnership may elect that its and the Guarantor's respective obligations to make payments with respect to Securities of such series be discharged ("legal defeasance"), if: (1) no Default or Event of Default under clauses (5) and (6) of Section 6.01 hereof shall have occurred at any time during the period ending on the 91st day after the date of deposit contemplated by Section 8.01(b) (it being understood that this condition shall not be deemed satisfied until the expiration of such period); (2) unless otherwise specified with respect to Securities of such series as contemplated by Section 2.01, the Partnership has delivered to the Trustee an Opinion of Counsel from a nationally recognized counsel acceptable to the Trustee to the effect referred to in Section 8.01(b)(4) with respect to such legal defeasance, which opinion is based on (i) a private ruling of the Internal Revenue Service addressed to the Partnership, (ii) a published ruling of the Internal Revenue Service pertaining to a comparable form of transaction or (iii) a change in the applicable federal income tax law (including regulations) after the date of this Indenture; (3) the Partnership and the Guarantor have complied with any other conditions specified pursuant to Section 2.01 to be applicable to the legal defeasance of Securities of such series pursuant to this Section 8.01(c); and (4) the Partnership has delivered to the Trustee a Partnership Request requesting such legal defeasance of the Securities of such series and an Officers' Certificate stating that all conditions precedent with respect to such legal defeasance of the Securities of such series have been complied with, together with an Opinion of Counsel to the same effect. In such event, the Partnership and the Guarantor will be discharged from their respective obligations under this Indenture and the Securities of such series to pay principal of, premium (if any) and interest on, and any Additional Amounts with respect to, Securities of such series, the Partnership's and the Guarantor's respective obligations under Sections 4.01, 4.02 and 11.01 shall terminate with respect to such Securities, and the entire indebtedness of the Partnership evidenced by such Securities and of the Guarantor evidenced by the related Guarantee shall be deemed paid and discharged. (d) If and to the extent additional or alternative means of satisfaction, discharge or defeasance of Securities of a series are specified to be applicable to such series as contemplated by Section 2.01, each of the Partnership and the Guarantor may terminate any or all of its obligations under this Indenture with respect to Securities of a series and any or all of its obligations under the Securities of such series if it fulfills such other means of satisfaction and discharge as may be so specified, as contemplated by Section 2.01, to be applicable to the Securities of such series. (e) If Securities of any series subject to subsections (a), (b), (c) or (d) of this Section 8.01 are to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption provisions or in accordance with any mandatory or optional sinking fund provisions, the terms of the applicable trust arrangement shall provide for such redemption, and the Partnership shall make such arrangements as are reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Partnership.

Discharge of Indenture. If at any time: (a1) the Company shall have delivered to the Trustee for cancellation all the Securities of any series theretofore authenticated and all coupons, if any, appertaining thereto (other than (i) coupons appertaining to Bearer Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 2.07, (ii) the Securities and coupons that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.09, (iii) coupons appertaining to the Securities called for redemption and maturing after the relevant redemption dateRedemption Date, whose surrender has been waived as provided in Section 3.03, and (iv) the Securities and coupons for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 4.03), or (b2) all such Securities of such series and, in the case of (a)(i1)(i) or (a)(ii1)(ii) above, any coupons appertaining thereto not theretofore delivered to the Trustee for cancellation (i) shall have become due and payable, or (ii) are by their terms to become due and payable within one year, year or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company in the case of (a)(i1)(i) or (a)(iii1)(iii) above shall deposit or cause to be deposited with the Trustee as trust funds the entire amount (other than moneys repaid by the Trustee or any paying agent to the Company in accordance with Section 12.04) sufficient to pay at maturity or upon redemption all Securities of such series and coupons not therefore delivered to the Trustee for cancellation, including principal (and premium, if any) and any interest due or to become due to such date of maturity or date fixed for redemption, as the case may be, and if in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company with respect to such series, then this Indenture shall cease to be of further effect with respect to the Securities of such series, and the Trustee, on demand of and at the cost and expense of the Company and subject to Section 15.05, shall execute such proper instruments reasonably requested by the Company acknowledging satisfaction of and discharging this Indenture with respect to the Securities of such series. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the Securities of such series. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Securities of any series or of all series, the obligations of the Company to the Trustee under Section 7.06 shall survive. The Company will deliver to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel which together shall state that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.

Discharge of Indenture. If at any time: (a) the Company shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated and all coupons, if any, appertaining thereto (other than (i) coupons appertaining to Bearer Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 2.07, (ii) Securities and coupons that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.09, (iii) coupons appertaining to Securities called for redemption and maturing after the relevant redemption dateRedemption Date, whose surrender has been waived as provided in Section 3.03, and (iv) Securities and coupons for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 4.03), or (b) all such Securities of such series and, in the case of (a)(i) or (a)(ii) above, any coupons appertaining thereto not theretofore delivered to the Trustee for cancellation (i) shall have become due and payable, or (ii) are by their terms to become due and payable within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company in the case of (a)(i) or (a)(iii) above shall deposit or cause to be deposited with the Trustee as trust funds the entire amount (other than moneys repaid by the Trustee or any paying agent to the Company in accordance with Section 12.04) sufficient to pay at maturity or upon redemption all Securities of such series and coupons not therefore delivered to the Trustee for cancellation, including principal (and premium, if any) and any interest due or to become due to such date of maturity or date fixed for redemption, as the case may be, and if in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company with respect to such series, then this Indenture shall cease to be of further effect with respect to the Securities of such series, and the Trustee, on demand of and at the cost and expense of the Company and subject to Section 15.05, shall execute such instruments reasonably requested by the Company acknowledging satisfaction of and discharging this Indenture with respect to the Securities of such series. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably incurred by the Trustee in connection with this Indenture or the Securities of such series. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Securities of any series or of all series, the obligations of the Company to the Trustee under Section 7.06 shall survive. The Company will deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel which together shall state that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.to

Discharge of Indenture. If This Indenture shall cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of Notes herein expressly provided for and except as further provided below), and the Trustee, on demand of and at any time: the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (a) the Company shall have delivered to the Trustee for cancellation either: (1) all Securities of any series Notes theretofore authenticated and all coupons, if any, appertaining thereto delivered (other than (i) coupons appertaining to Bearer Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 2.07, (ii) Securities and coupons that Notes which have been destroyed, lost or stolen and that which have been replaced or paid as provided in Section 2.09, (iii) coupons appertaining to Securities called for redemption and maturing after the relevant redemption date, whose surrender has been waived as provided in Section 3.03, 11.04 hereof and (ivii) Securities and coupons Notes for whose payment money has monies have theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, Issuer as provided in Section 4.03), or 11.04 hereof) have been delivered to the Trustee for cancellation; or (b2) all such Securities of such series and, in the case of (a)(i) or (a)(ii) above, any coupons appertaining thereto Notes not theretofore delivered to the Trustee for cancellation (i) shall have become due and payable, (ii) are by their terms to become due and payable within one yearwhether at the Maturity Date, or otherwise, or (iiiii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemptionredemption by the Trustee in the name, and at the expense, of the Issuer, and the Company Issuer, in the case of clause (a)(i1) or (a)(iii2) above shall deposit above, has irrevocably deposited or cause caused to be irrevocably deposited with the Trustee or a Paying Agent (other than the Issuer or any of its Affiliates), as applicable, as trust funds the entire in trust cash in an amount (other than moneys repaid by the Trustee or any paying agent to the Company in accordance with Section 12.04) sufficient to pay at maturity or upon redemption all Securities of and discharge the entire indebtedness on such series and coupons Notes not therefore theretofore delivered to the Trustee for cancellation, including for principal and interest to the date of such deposit (in the case of Notes which have become due and premium, if anypayable) and any interest due or to become due to such date of maturity the Maturity Date or date fixed for redemptionRedemption Date, as the case may be; provided, and if however, that there shall not exist, on the date of such deposit, a Default or Event of Default; provided, further, that such deposit shall not result in either case a breach or violation of, or constitute a Default under, this Indenture or any other agreement or instrument to which the Company shall also pay Issuer is a party or cause to which the Issuer is bound; (b) the Issuer has paid or caused to be paid all other sums payable hereunder by the Company with respect to such series, then this Indenture shall cease to be of further effect with respect to Issuer; and (c) the Securities of such series, and the Trustee, on demand of and at the cost and expense of the Company and subject to Section 15.05, shall execute such instruments reasonably requested by the Company acknowledging satisfaction of and discharging this Indenture with respect to the Securities of such series. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably incurred by the Trustee in connection with this Indenture or the Securities of such series. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Securities of any series or of all series, the obligations of the Company to the Trustee under Section 7.06 shall survive. The Company will deliver Issuer has delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel which together shall state Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuer to the Trustee under Section 7.06 hereof shall survive and, if monies shall have been deposited with the Trustee pursuant to subclause (2) of clause (a) of this Section 11.01, the provisions of Sections 2.06, 2.07, 2.08, and 5.01 hereof and this Article 11, shall survive until the Notes have been paid in full.

Discharge of Indenture. If at any timeWhen: (a) the Company shall have delivered deliver to the Trustee for cancellation all Securities of any series theretofore authenticated and all coupons, if any, appertaining thereto (other than (i) coupons appertaining to Bearer any Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 2.07, (ii) Securities and coupons that have been destroyed, lost or stolen and that in lieu of or in substitution for which other Securities shall have been replaced or paid as provided in Section 2.09, (iiiauthenticated and delivered) coupons appertaining to Securities called for redemption and maturing after the relevant redemption date, whose surrender has been waived as provided in Section 3.03, and (iv) Securities and coupons for whose payment money has not theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 4.03), canceled; or (b) all such the Securities of such series and, in the case of (a)(i) or (a)(ii) above, any coupons appertaining thereto not theretofore canceled or delivered to the Trustee for cancellation (i) shall have become due and payable, (ii) or are by their terms to become due and payable within one year, year or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company in the case of (a)(i) or (a)(iii) above shall deposit or cause to be deposited with the Trustee Trustee, or deliver to the Holders, as trust funds applicable, in trust, cash or U.S. Government Obligations or a combination thereof sufficient to pay, whether at the entire amount Maturity Date or with respect to any Fundamental Change Purchase Date or Redemption Date in connection with the purchase, conversion or redemption of all of the outstanding Securities (other than moneys repaid by the Trustee any Securities that shall have been mutilated, destroyed, lost or any paying agent to the Company stolen and in accordance with Section 12.04) sufficient to pay at maturity lieu of or upon redemption in substitution for which other Securities shall have been authenticated and delivered), all Securities of such series amounts due and coupons not therefore delivered to the Trustee for cancellation, including principal (and premium, if any) and any interest due payable or to become due to such date of maturity or date fixed for redemptionand payable, accompanied by a verification report, as to the case may besufficiency of the deposited amount, from an independent certified accountant or other financial professional satisfactory to the Trustee, and if in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company with respect to such seriesCompany, then this Indenture shall cease to be of further effect (except as to (i) remaining rights of registration of transfer, substitution and exchange and conversion of Securities, (ii) rights hereunder of Holders to receive payments of principal of and interest (including Additional Interest, if any) on, the Securities and the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to the Securities amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of such seriesthe Trustee hereunder), and the Trustee, on written demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel as required by Section 1.03 and at the cost and expense of the Company and subject to Section 15.05Company, shall execute such proper instruments reasonably requested by the Company acknowledging satisfaction of and discharging this Indenture with respect to Indenture; the Securities of such series. The Company Company, however, hereby agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Securities of any series or of all series, the obligations of the Company to the Trustee under Section 7.06 shall survive. The Company will deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel which together shall state that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied withSecurities.

Discharge of Indenture. If at any time: (a) When (i) all outstanding Secured Obligations have been satisfied and the Company shall have delivered Issuer delivers to the Trustee for cancellation all Securities of any series theretofore authenticated and all coupons, if any, appertaining thereto Outstanding Notes (other than (iNotes replaced pursuant to Section 2.8) coupons appertaining to Bearer Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required cancellation or has been waived as provided in Section 2.07, (ii) Securities and coupons that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.09, (iii) coupons appertaining to Securities called for redemption and maturing after the relevant redemption date, whose surrender has been waived as provided in Section 3.03, and (iv) Securities and coupons for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 4.03), or (b) all such Securities of such series and, in the case of (a)(i) or (a)(ii) above, any coupons appertaining thereto not theretofore delivered to the Trustee for cancellation (i) shall Outstanding Notes have become due and payable, (ii) are by their terms to become due and payable within one year, whether at maturity or (iii) are to be called for redemption within one year under arrangements satisfactory to as a result of the Trustee for the giving mailing of a notice of redemptionan Optional Redemption pursuant to Section 3.9(b) or any other Redemption pursuant to Section 3.9(c), in each case that is subject to Section 3.10(c), and the Company Issuer irrevocably deposits in the case of (a)(i) or (a)(iii) above shall deposit or cause to be deposited with the Trustee as trust Redemption Account funds the entire amount (other than moneys repaid by the Trustee or any paying agent to the Company in accordance with Section 12.04) sufficient to pay all remaining Expenses accrued and payable through such date and to pay all principal of and interest and Premium (if any) on Outstanding Notes at maturity or upon redemption all Securities of such series and coupons not therefore delivered to the Trustee for cancellationOutstanding Notes, including principal (and premium, if any) interest and any interest due or Premium thereon to become due to such date of maturity or date fixed for redemption, as the case may beRedemption Date (other than Notes replaced pursuant to Section 2.8), and if in either case the Company shall also pay or cause to be paid Issuer pays all other sums payable hereunder by the Company with respect to such seriesIssuer, then this Indenture shall shall, subject to Section 11.1(b), cease to be of further effect with respect and the Security Interest granted to the Securities of such series, Trustee hereunder in the Collateral and the Trustee, on demand of and at the cost and expense of the Company and subject to Section 15.05, Indenture Estate shall execute such instruments reasonably requested by the Company acknowledging satisfaction of and discharging this Indenture with respect to the Securities of such seriesterminate. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably incurred by the Trustee in connection with this Indenture or the Securities of such series. Notwithstanding the shall acknowledge satisfaction and discharge of this Indenture with respect Indenture, file all UCC termination statements and similar documents prepared by the Issuer and take other actions in order to terminate the Securities of any series or of all seriesSecurity Interest, the obligations on demand of the Company to the Trustee under Section 7.06 shall survive. The Company will deliver to the Trustee Issuer accompanied by an Officer’s Certificate and an Opinion of Counsel which together shall state Counsel, at the cost and expense of the Issuer, to the effect that all any conditions precedent herein provided for relating to a discharge of this Indenture have been met. (b) Notwithstanding Section 11.1(a), the Issuer’s obligations in Section 3.7(b) and Section 8.1 and the Trustee’s obligations in Section 12.13 and Section 12.14 shall survive the satisfaction and discharge of this Indenture have been complied withIndenture.

Discharge of Indenture. If This Indenture shall cease to be of further effect (except as to any surviving rights of exchange, registration of transfer or exchange of Debentures herein expressly provided for and except as further provided below), and the Trustee, on demand of and at any time: the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (a) the Company shall have delivered to the Trustee for cancellation either: (1) all Securities of any series Debentures theretofore authenticated and all coupons, if any, appertaining thereto delivered (other than (i) coupons appertaining to Bearer Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 2.07, (ii) Securities and coupons that Debentures which have been destroyed, lost or stolen and that which have been replaced or paid as provided in Section 2.09, (iii) coupons appertaining to Securities called for redemption and maturing after the relevant redemption date, whose surrender has been waived as provided in Section 3.03, 11.04 and (ivii) Securities and coupons Debentures for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, Issuer as provided in Section 4.03), or 11.04) have been delivered to the Trustee for cancellation; or (b2) all such Securities of such series and, in the case of (a)(i) or (a)(ii) above, any coupons appertaining thereto Debentures not theretofore delivered to the Trustee for cancellation (i) shall have become due and payable, (ii) are by their terms to become due and payable within one yearwhether at the Maturity Date, Repurchase Date or Designated Event Repurchase Date or upon exchange or otherwise, or (iiiii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemptionredemption by the Trustee in the name, and at the expense, of the Issuer, and the Company Issuer, in the case of clause (a)(i1) or (a)(iii2) above shall deposit above, has irrevocably deposited or cause caused to be irrevocably deposited with the Trustee a Paying Agent or the Exchange Agent (other than the Issuer or any of its Affiliates), as applicable, as trust funds in trust cash and/or shares of Common Stock (as applicable under the entire terms of the Indenture) in an amount (other than moneys repaid by the Trustee or any paying agent to the Company in accordance with Section 12.04) sufficient to pay at maturity or upon redemption all Securities of and discharge the entire indebtedness on such series and coupons Debentures not therefore theretofore delivered to the Trustee for cancellation, including for principal and interest to the date of such deposit (in the case of Debentures which have become due and premium, if anypayable) and any interest due or to become due to such date of maturity the Maturity Date, Redemption Date, Repurchase Date or date fixed for redemptionDesignated Event Repurchase Date, as the case may be; provided, and if however, that there shall not exist, on the date of such deposit, a default or Event of Default; provided, further, that such deposit shall not result in either case a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company shall also pay Issuer is a party or cause to which the Issuer is bound; (b) the Issuer has paid or caused to be paid all other sums payable hereunder by the Company with respect to such series, then this Indenture shall cease to be of further effect with respect to Issuer; and (c) the Securities of such series, and the Trustee, on demand of and at the cost and expense of the Company and subject to Section 15.05, shall execute such instruments reasonably requested by the Company acknowledging satisfaction of and discharging this Indenture with respect to the Securities of such series. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably incurred by the Trustee in connection with this Indenture or the Securities of such series. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Securities of any series or of all series, the obligations of the Company to the Trustee under Section 7.06 shall survive. The Company will deliver Issuer has delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel which together shall state Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuer to the Trustee under Section 7.06 shall survive and, if money shall have been deposited with the Trustee pursuant to subclause (2) of clause (a) of this Section, the provisions of Sections 2.05, 2.06, 2.07, 3.05, 3.06, 5.01, Article 13 and this Article 11, shall survive until the Debentures have been paid in full.

Discharge of Indenture. If at any time: When (a) the Company shall have delivered deliver to the Trustee for cancellation all Securities of any series theretofore authenticated and all coupons, if any, appertaining thereto (other than (i) coupons appertaining to Bearer any Securities surrendered for exchange for Registered Securities and maturing after of such exchange, whose surrender is not required or has been waived as provided in Section 2.07, (ii) Securities and coupons that series which shall have been destroyed, lost or stolen and that or in lieu of or in substitution for which other Securities shall have been replaced authenticated and delivered) and not theretofore cancelled, or paid as provided in Section 2.09, (iii) coupons appertaining to Securities called for redemption and maturing after the relevant redemption date, whose surrender has been waived as provided in Section 3.03, and (iv) Securities and coupons for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 4.03), or (b) all such the Securities of such any series and, in the case of (a)(i) or (a)(ii) above, any coupons appertaining thereto not theretofore cancelled or delivered to the Trustee for cancellation (i) shall have become due and payable, (ii) or are by their terms to become due and payable within one year, year or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit with the Trustee, in trust, an amount in the case of (a)(i) or (a)(iii) above shall deposit or cause to be deposited with the Trustee as trust funds the entire amount Required Currency (other than moneys funds repaid by the Trustee or any paying agent to the Company in accordance with Section 12.0413.04) sufficient to pay at maturity or upon redemption all of the Securities of such series (other than any Securities of such series which shall have been mutilated, destroyed, lost or stolen and coupons in lieu of or in substitution for which other Securities shall have been authenticated and delivered or which shall have been paid) not therefore theretofore cancelled or delivered to the Trustee for cancellation, including principal (and premium, if any) , and any interest interest, if any, due or to become due to such date of maturity or date fixed for redemptionredemption date, as the case may be, and if in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company with respect to such seriesCompany, then this Indenture shall cease to be of further effect with respect to the Securities of such series, and the Trustee, on demand of the Company accompanied by an Officers' Certificate and an Opinion of Counsel as required by Section 16.07 and at the cost and expense of the Company and subject to Section 15.05Company, shall execute such proper instruments reasonably requested by the Company acknowledging satisfaction of and discharging this Indenture with respect to the Securities of such series. The Company agrees , the Company, however, hereby agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Securities of any series or of all series, the obligations of the Company to the Trustee under Section 7.06 shall survive. The Company will deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel which together shall state that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied withSecurities.

Discharge of Indenture. If Upon the request of the Company, this Indenture will cease to be of further effect and the Trustee, at any timethe expense of the Company, will execute proper instruments acknowledging satisfaction and discharge of the Securities and this Indenture when: (a1) either: (i) all the Company shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated and all coupons, if any, appertaining thereto delivered (other than (i) coupons appertaining to Bearer Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 2.07, (ii) Securities and coupons that have been destroyed, lost or stolen and Securities that have been replaced or paid as provided in and Securities that have been subject to defeasance pursuant to Section 2.09, (iii7.02 or 7.03) coupons appertaining to Securities called for redemption and maturing after the relevant redemption date, whose surrender has have been waived as provided in Section 3.03, and (iv) Securities and coupons for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid delivered to the Company or discharged from such trust, as provided in Section 4.03), Trustee for cancellation; or (bii) all such Securities of such series and, in the case of (a)(i) or (a)(ii) above, any coupons appertaining thereto not theretofore delivered to the Trustee for cancellation cancellation: (i) shall have become due and payable, payable by the mailing of a notice of redemption or otherwise; (ii) are by their terms to will become due and payable within one year, or ; or (iii) are to be called for redemption within one year 12 months under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemptionredemption by the Trustee in the name, and at the reasonable expense, of the Company; and the Company in the case of (a)(i) has irrevocably deposited or (a)(iii) above shall deposit or cause caused to be deposited with the Trustee as funds in trust funds for the entire purpose in an amount (other than moneys repaid by the Trustee or any paying agent to the Company in accordance with Section 12.04) sufficient to pay at maturity or upon redemption all Securities of such series and coupons discharge, the entire Debt on the Securities, including, if any, Liquidated Damages with respect to the Securities, not therefore theretofore delivered to the Trustee for cancellation, including for principal (and premium, if any) and any interest on the Securities to the date of such deposit (in case of Securities that have become due and payable) or to become due to such date of maturity the Stated Maturity or date fixed for redemptionredemption date, as the case may be, and if in either case ; (2) the Company shall also pay has paid or cause caused to be paid all other sums payable hereunder under this Indenture by the Company; and (3) the Company with respect has delivered to such seriesthe Trustee an Officers' Certificate and an Opinion of Counsel, then each stating that all conditions precedent provided in this Indenture shall cease to be of further effect with respect relating to the satisfaction and discharge of the Securities of and this Indenture have been complied with. After such seriesdelivery, and the Trustee, on demand of and at the cost and expense Trustee upon request of the Company shall acknowledge in writing the discharge of the Company's obligations under the Securities and subject to Section 15.05, shall execute such instruments reasonably requested by the Company acknowledging satisfaction of and discharging this Indenture with respect to the Securities of such series. The Company agrees to reimburse the Trustee except for any costs or expenses thereafter reasonably incurred by the Trustee in connection with this Indenture or the Securities of such seriesthose surviving obligations specified below. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Securities of any series or of all seriesIndenture, the obligations of the Company to the Trustee under Section in Sections 6.07, 7.05 and 7.06 shall survive. The Company will deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel which together shall state that all conditions precedent herein provided for relating to the survive such satisfaction and discharge of this Indenture have been complied withdischarge.

Discharge of Indenture. If at any time: (a1) the Company shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated and all coupons, if any, appertaining thereto (other than (i) coupons appertaining to Bearer Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 2.07, (ii) Securities and coupons that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.09, (iii) coupons appertaining to Securities called for redemption and maturing after the relevant redemption dateRedemption Date, whose surrender has been waived as provided in Section 3.03, and (iv) Securities and coupons for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 4.03), or (b2) all such Securities of such series and, in the case of (a)(i1)(i) or (a)(ii1)(ii) above, any coupons appertaining thereto not theretofore delivered to the Trustee for cancellation (i) shall have become due and payable, or (ii) are by their terms to become due and payable within one year, year or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company in the case of (a)(i1)(i) or (a)(iii1)(iii) above shall deposit or cause to be deposited with the Trustee as trust funds the entire amount (other than moneys repaid by the Trustee or any paying agent to the Company in accordance with Section 12.04) sufficient to pay at maturity or upon redemption all Securities of such series and coupons not therefore delivered to the Trustee for cancellation, including principal (and premium, if any) and any interest due or to become due to such date of maturity or date fixed for redemption, as the case may be, and if in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company with respect to such series, then this Indenture shall cease to be of further effect with respect to the Securities of such series, and the Trustee, on demand of and at the cost and expense of the Company and subject to Section 15.05, shall execute such proper instruments reasonably requested by the Company acknowledging satisfaction of and discharging this Indenture with respect to the Securities of such series. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the Securities of such series. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Securities of any series or of all series, the obligations of the Company to the Trustee under Section 7.06 shall survive. The Company will deliver to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel which together shall state that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.

Discharge of Indenture. If at any time: When (a) the Company Corporation shall have delivered deliver to the Trustee for cancellation all Securities of any series theretofore authenticated and all coupons, if any, appertaining thereto (other than (i) coupons appertaining to Bearer any Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 2.07, (ii) Securities and coupons that which shall have been destroyed, lost or stolen and that which shall have been replaced or paid as provided in Section 2.093.05) and not theretofore cancelled, (iii) coupons appertaining to Securities called for redemption and maturing after the relevant redemption date, whose surrender has been waived as provided in Section 3.03, and (iv) Securities and coupons for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 4.03), or (b) all such the Securities of such series and, in the case of (a)(i) or (a)(ii) above, any coupons appertaining thereto not theretofore delivered to the Trustee for cancellation (i) shall have become due and payable, (ii) or are by their terms to become due and payable within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company in the case of (a)(i) or (a)(iii) above Corporation shall deposit or cause to be deposited with the Trustee as trust funds the entire amount (other than moneys repaid by the Trustee or any paying agent to the Company agent, in accordance with Section 12.04) trust, funds sufficient to pay at maturity all of the Securities (other than any Securities which shall have been mutilated, destroyed, lost or upon redemption all Securities of such series stolen and coupons which shall have been replaced or paid as provided in Section 3.05) not therefore theretofore delivered to the Trustee for cancellation, including principal (and premium, if any) and any interest interest, if any, due or to become due to such date of maturity maturity, but excluding, however, the amount of any moneys for the payment of the principal of (and premium, if any) or date fixed for redemptioninterest, as if any, on the case may beSecurities (1) theretofore deposited with the Trustee or any paying agent and repaid by the Trustee or any paying agent to the Corporation in accordance with the provisions of Section 13.04, or (2) paid to any State or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in either case the Company Corporation shall also pay or cause to be paid all other sums payable hereunder by the Company with respect to such seriesCorporation, then this Indenture shall cease to be of further effect with respect to the Securities of such serieseffect, and the Trustee, on demand of the Corporation accompanied by an Officers' Certificate and an Opinion of Counsel as required by Section 16.05 and at the cost and expense of the Company and subject to Section 15.05Corporation, shall execute such proper instruments reasonably requested by the Company acknowledging satisfaction of and discharging this Indenture with respect to the Securities of such seriesIndenture. The Company Corporation, however, hereby agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the Securities of such series. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Securities of any series or of all series, the obligations of the Company to the Trustee under Section 7.06 shall survive. The Company will deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel which together shall state that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied withSecurities.

Discharge of Indenture. If at any timeWhen: (a) the Company shall have delivered deliver to the Trustee for cancellation all Securities of any series theretofore authenticated and all coupons, if any, appertaining thereto (other than (i) coupons appertaining to Bearer any Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 2.07, (ii) Securities and coupons that have been destroyed, lost or stolen and that in lieu of or in substitution for which other Securities shall have been replaced or paid as provided in Section 2.09, (iiiauthenticated and delivered) coupons appertaining to Securities called for redemption and maturing after the relevant redemption date, whose surrender has been waived as provided in Section 3.03, and (iv) Securities and coupons for whose payment money has not theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 4.03), canceled; or (b) all such the Securities of such series and, in the case of (a)(i) or (a)(ii) above, any coupons appertaining thereto not theretofore canceled or delivered to the Trustee for cancellation (i) shall have become due and payable, (ii) or are by their terms to become due and payable within one year, year or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company in the case of (a)(i) or (a)(iii) above shall deposit or cause to be deposited with the Trustee Trustee, or deliver to the Holders, as trust funds applicable, in trust, cash or U.S. Government Obligations or a combination thereof sufficient to pay, whether at the entire amount Maturity Date or with respect to any Fundamental Change Purchase Date or Redemption Date in connection with the purchase, conversion or redemption of all of the outstanding Securities (other than moneys repaid by the Trustee any Securities that shall have been mutilated, destroyed, lost or any paying agent to the Company stolen and in accordance with Section 12.04) sufficient to pay at maturity lieu of or upon redemption in substitution for which other Securities shall have been authenticated and delivered), all Securities of such series amounts due and coupons not therefore delivered to the Trustee for cancellation, including principal (and premium, if any) and any interest due payable or to become due to such date of maturity or date fixed for redemptionand payable, accompanied by a verification report, as to the case may besufficiency of the deposited amount, from an independent certified accountant or other financial professional satisfactory to the Trustee, and if in either case the Company shall also pay or cause to be paid all other sums payable hereunder or under any other Note Document by the Company with respect to such seriesor any Guarantor, then this Indenture shall cease to be of further effect (except as to (i) remaining rights of registration of transfer, substitution and exchange and conversion of Securities, (ii) rights hereunder of Holders to receive payments of principal of and interest (including Additional Interest, if any) on, the Securities and the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to the Securities amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of such seriesthe Trustee hereunder), and the Trustee, on written demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel as required by Section 1.03 and at the cost and expense of the Company and subject to Section 15.05Company, shall execute such proper instruments reasonably requested by the Company acknowledging satisfaction of and discharging this Indenture with respect to Indenture; the Securities of such series. The Company Company, however, hereby agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture Indenture, the Securities or the Securities of such series. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Securities of any series or of all series, the obligations of the Company to the Trustee under Section 7.06 shall survive. The Company will deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel which together shall state that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied withother Note Documents.

Discharge of Indenture. If at any time: (a1) the Company shall have delivered to the Trustee for cancellation all of the Securities of a series (which term or any series similar terms shall mean, for purposes of this Article Twelve, Securities having identical terms, except as to issue date, principal amount and, if applicable, the date from which interest beings to accrue) theretofore authenticated and all coupons, if any, appertaining thereto (other than (i) coupons appertaining to Bearer Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 2.07, (ii) Securities and coupons that which have been destroyed, lost or stolen and that which have been replaced or paid as provided in Section 2.09, (iii) coupons appertaining to Securities called for redemption and maturing after the relevant redemption date, whose surrender has been waived as provided in Section 3.03, 2.09 and (ivii) Securities and coupons for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company or the Guarantor and thereafter repaid to the Company or the Guarantor or discharged from such trust, trust as provided in Section 4.03), or (b2) all such Securities of such series and, in the case of (a)(i) Securities of a series on which the exact amounts or (a)(ii) abovemaximum amounts due or to become due can be determined at the time of the making of the deposit referred to below, any coupons appertaining thereto all such Securities not theretofore delivered to the Trustee for cancellation (i) shall have become due and payable, or (ii) are by their terms to become due and payable within one year, year or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company or the Guarantor in the case of (a)(ii), (ii) or (a)(iiiiii) above shall deposit have deposited or cause caused to be deposited with the Trustee as trust funds the entire amount (other than moneys repaid by the Trustee or any paying agent Paying Agent to the Company or the Guarantor in accordance with Section 12.04) sufficient to pay at maturity or upon redemption all such Securities of such series and coupons not therefore delivered to the Trustee for cancellation, including the principal of (and premium, if any, on) and any interest or other amounts due or to become due on such Securities to such date of maturity or date fixed for redemption, as the case may be, and if in either case the Company or the Guarantor shall also pay or cause to be paid all other sums payable hereunder by the Company or the Guarantor with respect to such seriesSecurities, then this Indenture shall cease to be of further effect with respect to the Securities of such seriesSecurities, and the Trustee, on demand of and at the cost and expense of the Company or the Guarantor, as the case may be, and subject to Section 15.0516.05, shall execute such proper instruments reasonably requested by the Company acknowledging satisfaction of and discharging this Indenture with respect to the Securities of such seriesSecurities. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the Securities of such seriesSecurities. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Securities of any series or of all series, the obligations of the Company to the Trustee under Section 7.06 shall survive. The Company will deliver to the Trustee an Officer’s Certificate of the Company or the Guarantor and an Opinion of Counsel which together shall state that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.

Discharge of Indenture. If at any time:SECTION 8.01 Termination of the Partnership’s, the Guarantor’s and the Subsidiary Guarantors’ Obligations. (a) This Indenture shall cease to be of further effect with respect to the Company Securities of a series (except that the Partnership’s obligations under Section 7.07, the Trustee’s and Paying Agent’s obligations under Section 8.03 and the rights, powers, protections and privileges accorded the Trustee under Article VII shall survive), and the Trustee, on demand of the Partnership, shall execute proper instruments acknowledging the satisfaction and discharge of this Indenture with respect to the Securities of such series, when: (1) either: (A) all outstanding Securities of such series theretofore authenticated and issued (other than destroyed, lost or stolen Securities that have been replaced or paid) have been delivered to the Trustee for cancellation all Securities of any series theretofore authenticated and all coupons, if any, appertaining thereto (other than (i) coupons appertaining to Bearer Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 2.07, (ii) Securities and coupons that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.09, (iii) coupons appertaining to Securities called for redemption and maturing after the relevant redemption date, whose surrender has been waived as provided in Section 3.03, and (iv) Securities and coupons for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 4.03), cancellation; or (bB) all such outstanding Securities of such series and, in the case of (a)(i) or (a)(ii) above, any coupons appertaining thereto not theretofore delivered to the Trustee for cancellation cancellation: (i) shall have become due and payable, or (ii) are by their terms to will become due and payable at their Stated Maturity within one year, or or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemptionredemption by the Trustee in the name, and at the Company expense, of the Partnership, and, in the case of clause (a)(ii), (ii) or (a)(iiiiii) above shall deposit above, the Partnership, the Guarantor or cause a Subsidiary Guarantor has irrevocably deposited or caused to be deposited with the Trustee as funds (immediately available to the Holders in the case of clause (i)) in trust funds for such purpose (x) cash in an amount, or (y) Government Obligations with respect to such series, maturing as to principal and interest at such times and in such amounts as will ensure the availability of cash in an amount or (z) a combination thereof, which will be sufficient, in the opinion (in the case of clauses (y) and (z)) of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge the entire amount (other than moneys repaid by indebtedness on the Trustee or any paying agent to the Company in accordance with Section 12.04) sufficient to pay at maturity or upon redemption all Securities of such series for principal and coupons not therefore delivered interest to the Trustee date of such deposit (in the case of Securities which have become due and payable) or for cancellationprincipal, including principal (and premium, if any) , and any interest due to the Stated Maturity or to become due to such date of maturity or date fixed for redemptionRedemption Date, as the case may be; or (C) the Partnership, the Guarantor and if in either case the Company shall also pay Subsidiary Guarantors have properly fulfilled such other means of satisfaction and discharge as is specified, as contemplated by Section 2.01, to be applicable to the Securities of such series; (2) the Partnership, the Guarantor or cause a Subsidiary Guarantor has paid or caused to be paid all other sums payable by them hereunder by the Company with respect to such series, then this Indenture shall cease to be of further effect with respect to the Securities of such series, and ; and (3) the Trustee, on demand of and at the cost and expense of the Company and subject to Section 15.05, shall execute such instruments reasonably requested by the Company acknowledging satisfaction of and discharging this Indenture with respect Partnership has delivered to the Securities of such series. The Company agrees Trustee an Officers’ Certificate stating that all conditions precedent to reimburse the Trustee for any costs or expenses thereafter reasonably incurred by the Trustee in connection with this Indenture or the Securities of such series. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Securities of any such series have been complied with, together with an Opinion of Counsel to the same effect. (b) Unless this Section 8.01(b) is specified as not being applicable to Securities of a series as contemplated by Section 2.01, the Partnership may, at its option, terminate certain of its, the Guarantor’s and the Subsidiary Guarantors’ respective obligations under this Indenture (“covenant defeasance”) with respect to the Securities of a series if: (1) the Partnership, the Guarantor or a Subsidiary Guarantor has irrevocably deposited or caused to be irrevocably deposited with the Trustee as trust funds in trust for the purpose of all making the following payments, specifically pledged as security for and dedicated solely to the benefit of the Holders of Securities of such series, (i) money in the obligations currency in which payment of the Company Securities of such series is to be made in an amount, or (ii) Government Obligations with respect to such series, maturing as to principal and interest at such times and in such amounts as will ensure the availability of money in the currency in which payment of the Securities of such series is to be made in an amount or (iii) a combination thereof, that is sufficient, in the opinion (in the case of clauses (ii) and (iii)) of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay the principal of and premium (if any) and interest on all Securities of such series on each date that such principal, premium (if any) or interest is due and payable and (at the Stated Maturity thereof or upon redemption as provided in Section 8.01(e)) to pay all other sums payable by it hereunder; provided that the Trustee under Section 7.06 shall survive. The Company will deliver have been irrevocably instructed to apply such money and/or the proceeds of such Government Obligations to the payment of said principal, premium (if any) and interest with respect to the Securities of such series as the same shall become due; (2) the Partnership has delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel which together shall state stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to the Securities of such series have been complied with, and an Opinion of Counsel to the same effect; (3) no Default or Event of Default with respect to the Securities of such series shall have occurred and be continuing on the date of such deposit; (4) the Partnership shall have delivered to the Trustee an Opinion of Counsel from a nationally recognized counsel acceptable to the Trustee or a private letter ruling issued by the United States Internal Revenue Service to the effect that the Holders will not recognize income, gain or loss for United States Federal income tax purposes as a result of the Partnership’s exercise of its option under this Section 8.01(b) and will be subject to United States Federal income tax on the same amount and in the same manner and at the same times as would have been the case if such option had not been exercised; (5) the Partnership, the Guarantor and the Subsidiary Guarantors have complied with any additional conditions specified pursuant to Section 2.01 to be applicable to the discharge of Securities of such series pursuant to this Section 8.01; and (6) such deposit and discharge shall not cause the Trustee to have a conflicting interest as defined in TIA § 310(b). In such event, this Indenture shall cease to be of further effect (except as set forth in this paragraph), and the Trustee, on demand of the Partnership, shall execute proper instruments acknowledging satisfaction and discharge under this Indenture. However, the Partnership’s, the Guarantor’s and the Subsidiary Guarantors’ respective obligations in Sections 2.05, 2.06, 2.07, 2.08, 2.09, 4.01, 4.02, 7.07, 7.08, 8.04 and 10.01, the Trustee’s and Paying Agent’s obligations in Section 8.03 and the rights, powers, protections and privileges accorded the Trustee under Article VII shall survive until all Securities of such series are no longer outstanding. Thereafter, only the Partnership’s obligations in Section 7.07 and the Trustee’s and Paying Agent’s obligations in Section 8.03 shall survive with respect to Securities of such series. After such irrevocable deposit made pursuant to this Section 8.01(b) and satisfaction of the other conditions set forth herein, the Trustee upon request shall acknowledge in writing the discharge of the Partnership’s, the Guarantor’s and the Subsidiary Guarantors’ obligations under this Indenture with respect to the Securities of such series except for those surviving obligations specified above. In order to have money available on a payment date to pay principal of or premium (if any) or interest on the Securities, the Government Obligations shall be payable as to principal or interest on or before such payment date in such amounts as will provide the necessary money. Government Obligations shall not be callable at the issuer’s option. (c) If the Partnership, the Guarantor and the Subsidiary Guarantors have previously complied or are concurrently complying with Section 8.01(b) (other than any additional conditions specified pursuant to Section 2.01 that are expressly applicable only to covenant defeasance) with respect to Securities of a series, then, unless this Section 8.01(c) is specified as not being applicable to Securities of such series as contemplated by Section 2.01, the Partnership may elect that its, the Guarantor’s and the Subsidiary Guarantors’ respective obligations to make payments with respect to Securities of such series be discharged (“legal defeasance”), if: (1) no Default or Event of Default under clauses (5) and (6) of Section 6.01 hereof shall have occurred at any time during the period ending on the 91st day after the date of deposit contemplated by Section 8.01(b) (it being understood that this condition shall not be deemed satisfied until the expiration of such period); (2) unless otherwise specified with respect to Securities of such series as contemplated by Section 2.01, the Partnership has delivered to the Trustee an Opinion of Counsel from a nationally recognized counsel acceptable to the Trustee to the effect referred to in Section 8.01(b)(4) with respect to such legal defeasance, which opinion is based on (i) a private letter ruling issued by the United States Internal Revenue Service addressed to the Partnership, (ii) a published ruling of the Internal Revenue Service pertaining to a comparable form of transaction or (iii) a change in the applicable federal income tax law (including regulations) after the date of this Indenture; (3) the Partnership, the Guarantor and the Subsidiary Guarantors have complied with any other conditions specified pursuant to Section 2.01 to be applicable to the legal defeasance of Securities of such series pursuant to this Section 8.01(c); and (4) the Partnership has delivered to the Trustee a Partnership Request requesting such legal defeasance of the Securities of such series and an Officers’ Certificate stating that all conditions precedent with respect to such legal defeasance of the Securities of such series have been complied with, together with an Opinion of Counsel to the same effect. In such event, the Partnership, the Guarantor and the Subsidiary Guarantors will be discharged from their respective obligations under this Indenture and the Securities of such series to pay principal of, premium (if any) and interest on, and any Additional Amounts with respect to, Securities of such series, the Partnership’s, the Guarantor’s and the Subsidiary Guarantors’ obligations under Sections 4.01, 4.02 and 10.01 shall terminate with respect to such Securities, and the entire indebtedness of the Partnership evidenced by such Securities and of the Guarantor and of the Subsidiary Guarantors evidenced by the related Guarantees shall be deemed paid and discharged. (d) If and to the extent additional or alternative means of satisfaction, discharge or defeasance of Securities of a series are specified to be applicable to such series as contemplated by Section 2.01, each of the Partnership, the Guarantor and the Subsidiary Guarantors may terminate any or all of its obligations under this Indenture with respect to Securities of a series and any or all of its obligations under the Securities of such series if it fulfills such other means of satisfaction and discharge as may be so specified, as contemplated by Section 2.01, to be applicable to the Securities of such series. (e) If Securities of any series subject to subsection (a), (b), (c) or (d) of this Section 8.01 are to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption provisions or in accordance with any mandatory or optional sinking fund provisions, the terms of the applicable trust arrangement shall provide for such redemption, and the Partnership shall make such arrangements as are reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Partnership.

Discharge of Indenture. If at any time: time (a) the Company Issuer or the Guarantor shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated and all coupons, if any, appertaining thereto (other than (i) coupons any Securities of such series and Coupons appertaining to Bearer Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 2.07, (ii) Securities and coupons that thereto which shall have been destroyed, lost or stolen and that which shall have been replaced or paid as provided in Section 2.09, (iii2.06) coupons appertaining to Securities called for redemption and maturing after the relevant redemption date, whose surrender has been waived as provided in Section 3.03, and (iv) Securities and coupons for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 4.03), or (b) all such Securities of such series and, in the case of (a)(i) or (a)(ii) above, and any coupons Coupons appertaining thereto to such Securities not theretofore delivered to the Trustee for cancellation (i) shall have become due and payable, (ii) or are by their terms to become due and payable within one year, year or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company in Issuer or the case of (a)(i) or (a)(iii) above Guarantor shall deposit or cause to be deposited with the Trustee as trust funds the entire amount (other than moneys repaid by the Trustee or any paying agent to the Company Issuer in accordance with Section 12.0413.04) sufficient to pay at maturity or upon redemption all Securities of such series and coupons all Coupons appertaining to such Securities not therefore theretofore delivered to the Trustee for cancellation, including principal (and premium, if any) ), interest, if any, and any interest Additional Amounts, if any, due or to become due to such date of maturity or date fixed for redemption, as the case may be, and if in either case the Company Issuer shall also pay or cause to be paid all other sums payable hereunder by the Company Issuer with respect to such series, then this Indenture shall cease to be of further effect with respect to the Securities of such seriesseries or any Coupons appertaining to such Securities, and the Trustee, on demand of and at the cost and expense of the Company Issuer and subject to Section 15.0515.04, shall execute such proper instruments reasonably requested by the Company acknowledging satisfaction of and discharging this Indenture with respect to the Securities of such seriesseries and all Coupons appertaining to such Securities. The Company Each of the Issuer and the Guarantor agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the Securities of such series. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Securities of any series or of all series, the obligations of the Company any Coupons appertaining to the Trustee under Section 7.06 shall survive. The Company will deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel which together shall state that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied withsuch Securities.

Discharge of Indenture. If at any timeThe Issuers may terminate their obligations and the obligations of the Guarantors under the Notes, the Note Guarantees and this Indenture, except the obligations referred to in the last paragraph of this Section 9.01, when: (1) either: (a) all the Company shall have delivered to the Trustee for cancellation all Securities of any series Notes theretofore authenticated and all couponsdelivered (except lost, if any, appertaining thereto (other than (i) coupons appertaining to Bearer Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required stolen or has been waived as provided in Section 2.07, (ii) Securities and coupons that have been destroyed, lost or stolen and that destroyed Notes which have been replaced or paid as provided in Section 2.09, (iii) coupons appertaining to Securities called for redemption and maturing after the relevant redemption date, whose surrender has been waived as provided in Section 3.03, and (iv) Securities and coupons Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company Issuers and thereafter repaid to the Company Issuers or discharged from such trust, as provided in Section 4.03), ) have been delivered to the Trustee for cancellation; or (b) all such Securities of such series and, in the case of (a)(i) or (a)(ii) above, any coupons appertaining thereto Notes not theretofore delivered to the Trustee for cancellation (ix) shall have become be- come due and payable, (iiy) are by their terms to will become due and payable within one year, year or (iiiz) are to be called for redemption within one year year, under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemptionredemption by the Trustee in the name, and at the expense, of the Issuers, and the Company in the case of (a)(i) Issuers have irrevocably deposited or (a)(iii) above shall deposit or cause caused to be deposited with the Trustee as trust funds the entire in an amount (other than moneys repaid by the Trustee or any paying agent to the Company in accordance with Section 12.04) sufficient to pay at maturity or upon redemption all Securities of such series and coupons discharge the entire Indebtedness on the Notes not therefore theretofore delivered to the Trustee for cancellation, including for principal (and of, premium, if any) , and any interest due or on the Notes to become due to such the date of maturity or date fixed for redemption, as the case may be, and if in either together with irrevocable instructions from the Issuers directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; (2) the Company shall also pay or cause to be Issuers have paid all other sums payable hereunder under this Indenture by the Company with respect to such series, then this Indenture shall cease to be of further effect with respect to Issuers; and (3) the Securities of such series, and the Trustee, on demand of and at the cost and expense of the Company and subject to Section 15.05, shall execute such instruments reasonably requested by the Company acknowledging satisfaction of and discharging this Indenture with respect to the Securities of such series. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably incurred by the Trustee in connection with this Indenture or the Securities of such series. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Securities of any series or of all series, the obligations of the Company Issuers have delivered irrevocable instructions to the Trustee under Section 7.06 shall surviveto apply the de- posited money toward the payment of the Notes at maturity or on the date of redemption, as the case may be. The Company will deliver In addition, the Issuers have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel which together shall state stating that all conditions precedent herein provided for under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with. After such delivery, the Trustee shall acknowledge in writing the discharge of the Issuers’ and the Guarantors’ obligations under the Notes, the Note Guarantees and this Indenture except for those surviving obligations specified below. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuers in Sections 7.07, 9.05 and 9.06 shall survive.

Discharge of Indenture. If at any time: (a) the Company shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated and all coupons, if any, appertaining thereto (other than (i) coupons appertaining to Bearer Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 2.07, (ii) Securities and coupons that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.09, (iii) coupons appertaining to Securities called for redemption and maturing after the relevant redemption date, whose surrender has been waived as provided in Section 3.03, and (iv) Securities and coupons for whose payment money has theretofore been deposited in trust or segregated and held in trust all Bonds secured by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 4.03), or (b) all such Securities of such series and, in the case of (a)(i) or (a)(ii) above, any coupons appertaining thereto not theretofore delivered to the Trustee for cancellation (i) this ----------- ---------------------- Indenture shall have become due and payablepayable (whether at maturity, by acceleration, call for redemption or otherwise) or irrevocable instructions to call the Bonds or pay them at maturity have been given by the Issuer to the Trustee, and (ii) the Trustee holds Available Moneys which are by their terms to become due and payable within one yearcash or noncallable direct obligations of, or (iii) are to be called for redemption within one year under arrangements satisfactory to obligations the Trustee for payment of the giving of notice of redemptionprincipal of, and the Company in the case of (a)(i) or (a)(iii) above shall deposit or cause to be deposited with the Trustee as trust funds the entire amount (other than moneys repaid by the Trustee or any paying agent to the Company in accordance with Section 12.04) sufficient to pay at maturity or upon redemption all Securities of such series and coupons not therefore delivered to the Trustee for cancellation, including principal (and premium, if any, and interest on, which is unconditionally guaranteed by, the United States of America, which at maturity will be sufficient (A) and any interest due or to become due to such date of maturity or date fixed if Bonds have been called for redemption, as to redeem in accordance with the case may berelevant Section of this Indenture all such Bonds on the date set for such redemption, (B) to pay at maturity all Bonds Outstanding or, if a portion of the Bonds have been called for redemption, all Bonds Outstanding not called for redemption, (C) to pay interest accruing on all Bonds until their redemption or payment at maturity, and if (D) to pay to the Trustee its fees and expenses and any other fees and expenses for which the Borrower is responsible under the Agreement, including the costs and expenses of canceling and discharging this Indenture, and the Borrower has delivered to the Trustee certifications satisfactory to the Trustee to such effect, then the Trustee shall, upon the payment of its expenses pursuant to Section 8.4 of the Agreement, deliver to the Issuer any property at the time subject to this Indenture which may then be in either case the Company shall also pay or cause its possession, except (A) amounts in funds created by this Indenture required to be paid all other sums payable hereunder by to the Company with respect Borrower or the Letter of Credit Issuer pursuant to such seriesSection 708 or to the United States of America pursuant to Section 710 and (B) funds or securities held, then this Indenture shall cease and to be of further effect with respect to the Securities of such seriesused, and the Trustee, on demand of and at the cost and expense of the Company and subject to Section 15.05, shall execute such instruments reasonably requested by the Company acknowledging satisfaction of and discharging this Indenture with respect to the Securities of such series. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably incurred by the Trustee in connection with this Indenture the payment of principal or redemption price of, and interest on, or purchase price of, the Securities Bonds. Prior to delivery by the Trustee of such series. Notwithstanding property described in the satisfaction and discharge first sentence of this Indenture with respect Section 901 to the Securities of any series or of all seriesIssuer, the obligations of Trustee shall, if S&P rates the Company to the Trustee under Section 7.06 shall survive. The Company will deliver to the Trustee an Officer’s Certificate and Bonds, receive (i) written confirmation from S&P that it has received an Opinion of Counsel which together shall state reasonably acceptable to S&P concerning preference issues and an accountant's certificate in form reasonably acceptable to S&P verifying sufficiency of funds for the purposes stated herein and (ii) written confirmation from S&P that deposit of the funds or securities to be held for Payment of the Bonds will not result in a reduction or withdrawal of the then current rating on the Bonds. In the event that all conditions precedent herein provided for relating of the Bonds secured by this Indenture are paid or deemed paid in accordance with the terms of this Indenture, then the right and interest of the Trustee in and to the satisfaction trust estate created by this Indenture and discharge all covenants, agreements and other obligations of the Issuer to the registered owners of the Bonds will cease and be discharged and satisfied. In the event the Bonds are paid or deemed to be paid in accordance with the terms of this Indenture, then such Bonds will cease to be entitled to any lien, benefit or security under this Indenture (other than the right to receive payment) and all covenants, agreements and other obligations of the Issuer to the registered owners of such Bonds will cease and be discharged and satisfied. Notwithstanding any other provision to the contrary in this Indenture, if all of the Bonds have been paid, or deemed under the terms of this Indenture to have been complied withpaid, in full, and if during the Letter of Credit Period, to the extent that amounts have been drawn by the Trustee under the Letter of Credit, and have not been reimbursed to such Letter of Credit Issuer pursuant to the Letter of Credit Agreement or otherwise, the lien of this Indenture shall not be discharged, but the Letter of Credit Issuer shall be subrogated to such extent to all rights of the Bondholders to enforce the payment of the Bonds from the property and interest subject to the lien of this Indenture and to all other rights of the Bondholders under the Bonds and Bond Documents. The Trustee agrees to execute and deliver all documents or instruments and to do all things which may be reasonably required by the Letter of Credit Issuer and permissible hereunder, in order to effect the subrogation of the Letter of Credit Issuer in accordance with the intent of this paragraph, including, without limitation, the assignment of the Agreement to the Letter of Credit Issuer without recourse or warranty.

Discharge of Indenture. If at the Authority shall pay and discharge any timeor all of the Outstanding Bonds in any one or more of the following ways: (a) by well and truly paying or causing to be paid the Company shall have delivered to the Trustee for cancellation all Securities principal of any series theretofore authenticated and all coupons, interest and premium (if any, appertaining thereto (other than (i) coupons appertaining to Bearer Securities surrendered for exchange for Registered Securities and maturing after on such exchange, whose surrender is not required or has been waived as provided in Section 2.07, (ii) Securities and coupons that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.09, (iii) coupons appertaining to Securities called for redemption and maturing after the relevant redemption date, whose surrender has been waived as provided in Section 3.03, and (iv) Securities and coupons for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trustBonds, as provided in Section 4.03), orand when the same become due and payable; (b) all such Securities of such series andby irrevocably depositing with the Trustee, in trust, at or before maturity, money which, together with the case of available amounts then on deposit in the funds and accounts established with the Trustee pursuant to this Indenture and available for such purpose, is fully sufficient to pay such Bonds, including all principal, interest and redemption premiums; or (a)(ic) by irrevocably depositing with the Trustee or an escrow bank as fiduciary meeting the financial requirements set forth in Section 6.01 hereof, in trust, Federal Securities set forth in (a), (b) or (a)(iid) aboveof the definition thereof (each a “Defeasance Obligation”) in such amount as an Independent Accountant determines will, any coupons appertaining thereto not theretofore delivered together with the interest to accrue thereon and available moneys then on deposit in the funds and accounts established with the Trustee pursuant to this Indenture and available for cancellation such purpose, be fully sufficient to pay and discharge the indebtedness on such Bonds (iincluding all principal, interest and redemption premiums) shall have become due at or before their respective maturity dates; and payable, (ii) are by their terms to become due and payable within one year, or (iii) if such Bonds are to be called for redeemed prior to the maturity thereof, notice of such redemption within one year under arrangements has been mailed pursuant to Section 2.02(c) or provision satisfactory to the Trustee is made for the giving mailing of notice such notice, then, at the Request of redemptionthe Authority, and notwithstanding that any of such Bonds have not been surrendered for payment, the Company pledge of the Revenues and other funds provided for in this Indenture with respect to such Bonds, and all other pecuniary obligations of the case Authority under this Indenture with respect to such Bonds, shall cease and terminate, except only the obligation of (a)(i) or (a)(iii) above shall deposit or cause the Authority to be deposited comply with the Trustee as trust funds the entire amount (other than moneys repaid by the Trustee or any paying agent covenants contained in Section 5.07 hereof, to the Company in accordance with Section 12.04) sufficient to pay at maturity or upon redemption all Securities of such series and coupons not therefore delivered to the Trustee for cancellation, including principal (and premium, if any) and any interest due or to become due to such date of maturity or date fixed for redemption, as the case may be, and if in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company with respect to such series, then this Indenture shall cease to be of further effect with respect to the Securities Owners of such seriesBonds not so surrendered and paid all sums due thereon from amounts set aside for such purpose as aforesaid, and to pay all expenses and costs of the Trustee. Any funds thereafter held by the Trustee, on demand of and at which are not required for said purposes, shall be paid over to the cost and expense Authority or, upon a Request of the Company and subject to Section 15.05Authority, shall execute such instruments reasonably requested by the Company acknowledging satisfaction of and discharging this Indenture with respect to the Securities of such series. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably incurred by the Trustee in connection with this Indenture or the Securities of such series. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Securities of any series or of all series, the obligations of the Company to the Trustee under Section 7.06 shall survive. The Company will deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel which together shall state that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied withCity.

Discharge of Indenture. If This Indenture shall cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of Notes herein expressly provided for and except as further provided below), and the Trustee, on demand of and at any time: the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (a) the Company shall have delivered to the Trustee for cancellation either: (1) all Securities Notes of any series theretofore authenticated and all coupons, if any, appertaining thereto delivered (other than (i) coupons appertaining to Bearer Securities surrendered for exchange for Registered Securities and maturing after Notes of such exchange, whose surrender is not required or has been waived as provided in Section 2.07, (ii) Securities and coupons that series which have been destroyed, lost or stolen and that which have been replaced or paid as provided in Section 2.09, (iii) coupons appertaining to Securities called for redemption and maturing after the relevant redemption date, whose surrender has been waived as provided in Section 3.03, 2.07 and (ivii) Securities and coupons Notes of such series for whose payment money has monies have theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, Issuer as provided in Section 4.03), or 11.04) have been delivered to the Trustee for cancellation; or (b2) all such Securities of such series and, in the case of (a)(i) or (a)(ii) above, any coupons appertaining thereto Notes not theretofore delivered to the Trustee for cancellation (i) shall have become due and payable, whether at the applicable Maturity Date, or otherwise, (ii) are by their terms to will become due and payable at their Stated Maturity within one year, year or (iii) are to be called for redemption on a Redemption Date within one year under irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemptionredemption by the Trustee in the name, and at the expense, of the Issuer, and the Company Issuer, in the case of clause (a)(i2) above, has irrevocably deposited or (a)(iii) above shall deposit or cause caused to be irrevocably deposited with the Trustee or a Paying Agent (other than the Issuer or any of its Affiliates), as applicable, as trust funds the entire in trust cash in an amount (other than moneys repaid by the Trustee or any paying agent to the Company in accordance with Section 12.04) sufficient to pay at maturity or upon redemption all Securities of and discharge the entire indebtedness on such series and coupons Notes not therefore theretofore delivered to the Trustee for cancellation, including for principal and interest to the date of such deposit (in the case of Notes of such series which have become due and premium, if anypayable) and any interest due or to become due to such date of maturity the applicable Maturity Date or date fixed for redemptionRedemption Date, as the case may be, and if in either case ; (b) the Company shall also pay Issuer has paid or cause caused to be paid all other sums payable hereunder by the Company with respect to such series, then this Indenture shall cease to be of further effect with respect to Issuer; and (c) the Securities of such series, and the Trustee, on demand of and at the cost and expense of the Company and subject to Section 15.05, shall execute such instruments reasonably requested by the Company acknowledging satisfaction of and discharging this Indenture with respect to the Securities of such series. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably incurred by the Trustee in connection with this Indenture or the Securities of such series. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Securities of any series or of all series, the obligations of the Company to the Trustee under Section 7.06 shall survive. The Company will deliver Issuer has delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel which together shall state Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuer to the Trustee under Section 7.06 shall survive and, if monies shall have been deposited with the Trustee pursuant to sub clause (2) of clause (a) of this Section, the provisions of Sections 2.06, 2.07, 2.08, 2.09, 4.02, 4.03, 4.04, 4.07, 5.01, 5.03, 7.05, this Article 11, and, if the Notes of the applicable series will be paid on a Redemption Date, Article 3, shall survive and remain in full force and effect.

Discharge of Indenture. If at any time: When (a) the Company shall have delivered deliver to the Indenture Trustee for cancellation all Debt Securities of any series theretofore authenticated and all coupons, if any, appertaining thereto (other than (i) coupons appertaining to Bearer any Debt Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 2.07, (ii) Securities and coupons that which shall have been destroyed, lost or stolen and that which shall have been replaced or paid as provided in Section 2.092.10) and not theretofore canceled, (iii) coupons appertaining to Securities called for redemption and maturing after the relevant redemption date, whose surrender has been waived as provided in Section 3.03, and (iv) Securities and coupons for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 4.03), or (b) all such the Debt Securities of such series and, in the case of (a)(i) or (a)(ii) above, any coupons appertaining thereto not theretofore canceled or delivered to the Indenture Trustee for cancellation (i) shall have become due and payable, (ii) or are by their terms to become due and payable within one year, year or (iii) are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption, and the Company in the case of (a)(i) or (a)(iii) above shall deposit or cause to be deposited with the Trustee as trust Indenture Trustee, in trust, funds the entire amount (other than moneys repaid by the Trustee or any paying agent to the Company in accordance with Section 12.04which shall be immediately due and payable) sufficient to pay at maturity on the Maturity Date or upon redemption all of the Debt Securities of such series (other than any Debt Securities which shall have been destroyed, lost or stolen and coupons which shall have been replaced as provided in Section 2.10) not therefore theretofore canceled or delivered to the Indenture Trustee for cancellation, including principal (and premium, if any) , and any interest and Liquidated Damages, if any, due or to become due to such date of maturity the Maturity Date, any Optional Redemption Date or date fixed for redemptionthe Special Event Redemption Date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of and premium, if any, or interest or Liquidated Damages, if any, on the Debt Securities (1) theretofore repaid to the Company in accordance with the provisions of Section 12.04, or (2) paid to any State or to the District of Columbia pursuant to its unclaimed property or similar laws, and if, in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company with respect to such seriesCompany, then this Indenture shall cease to be of further effect with respect to except for the provisions of Sections 2.09, 2.10, 3.01, 3.02, 3.04, 6.06, 6.10 and 12.04 hereof, which shall survive until such Debt Securities of such seriesshall mature or are redeemed, as the case may be, and are paid in full. Thereafter, Sections 6.06, 6.10 and 12.04 shall survive, and the Indenture Trustee, on demand of and at the cost and expense of the Company and subject to Section 15.05, shall execute such instruments reasonably requested accompanied by the Company acknowledging satisfaction of and discharging this Indenture with respect to the Securities of such series. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably incurred by the Trustee in connection with this Indenture or the Securities of such series. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Securities of any series or of all series, the obligations of the Company to the Trustee under Section 7.06 shall survive. The Company will deliver to the Trustee an Officer’s Officers' Certificate and an Opinion of Counsel which together shall state Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with, and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture; the Company, however, hereby agrees to reimburse the Indenture Trustee for any costs or expenses thereafter reasonably and properly incurred by the Indenture Trustee in connection with this Indenture or the Debt Securities.

Discharge of Indenture. If at Section 8.01. DEFEASANCE WITHIN ONE YEAR OF PAYMENT. Except as otherwise provided in this Section 8.01, the Company may terminate its obligations under the Securities of any timeseries and this Indenture with respect to Securities of such series if: (a) all Securities of such series previously authenticated and delivered (other than destroyed, lost or wrongfully taken Securities of such series that have been replaced or paid or Securities of such series that are paid pursuant to Section 4.01 or Securities of such series for whose payment money or securities have theretofore been held in trust and thereafter repaid to the Company shall Company, as provided in Section 8.05) have been delivered to the Trustee for cancellation all Securities of any series theretofore authenticated and all coupons, if any, appertaining thereto (other than (i) coupons appertaining to Bearer Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 2.07, (ii) Securities and coupons that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.09, (iii) coupons appertaining to Securities called for redemption and maturing after the relevant redemption date, whose surrender has been waived as provided in Section 3.03, and (iv) Securities and coupons for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 4.03), has paid all sums payable by it hereunder; or (b) all such (i) the Securities of such series and, in the case of (a)(i) or (a)(ii) above, any coupons appertaining thereto not theretofore delivered to the Trustee for cancellation (i) shall have become due and payable, (ii) are by their terms to become due and payable mature within one year, year or (iii) all of them are to be called for redemption within one year under arrangements satisfactory to the Trustee for giving the giving of notice of redemption, and (ii) the Company irrevocably deposits in the case of (a)(i) or (a)(iii) above shall deposit or cause to be deposited trust with the Trustee Trustee, as trust funds solely for the entire amount benefit of the Holders of such Securities for that purpose, money or U.S. Government Obligations or a combination thereof sufficient (other than moneys repaid by unless such funds consist solely of money, in the Trustee or any paying agent opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Company in accordance with Section 12.04) sufficient Trustee), without consideration of any reinvestment, to pay at maturity or upon redemption all the Principal of and interest on the Securities of such series and coupons not therefore delivered to the Trustee for cancellation, including principal (and premium, if any) and any interest due or to become due to such date of maturity or date fixed for redemption, as the case may be, and if in either case the Company shall also to pay or cause to be paid all other sums payable hereunder by it hereunder, and (iii) the Company with respect to such series, then this Indenture shall cease to be of further effect with respect delivers to the Securities Trustee an Officers' Certificate and an Opinion of such seriesCounsel, and the Trustee, on demand of and at the cost and expense of the Company and subject in each case stating that all conditions precedent provided for herein relating to Section 15.05, shall execute such instruments reasonably requested by the Company acknowledging satisfaction of and discharging this Indenture with respect to the Securities of such series. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably incurred by the Trustee in connection with this Indenture or the Securities of such series. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Securities of any such series or of all series, the obligations of the Company to the Trustee under Section 7.06 shall survive. The Company will deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel which together shall state that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. With respect to the foregoing clause (a) only the Company's obligations under Section 7.07 in respect of the Securities of such series shall survive. With respect to the foregoing clause (b), only the Company's obligations in Sections 2.02 through 2.12, 4.02, 7.07, 7.08, 8.04 and 8.05 in respect of the Securities of such series shall survive until such Securities of such series are no longer outstanding. Thereafter, only the Company's obligations in Sections 7.07, 8.04 and 8.05 in respect of the Securities of such series shall survive. After any such irrevocable deposit, the Trustee upon written request shall acknowledge in writing the discharge of the Company's obligations under the Securities of such series and this Indenture with respect to the Securities of such series except for those surviving obligations specified above.

Discharge of Indenture. If at any time: When (a) the Company shall have delivered delivers to the Trustee for cancellation all Securities of any series theretofore authenticated and all coupons, if any, appertaining thereto (other than (i) coupons appertaining Securities replaced pursuant to Bearer Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 2.07) and not theretofore canceled, (ii) Securities and coupons that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.09, (iii) coupons appertaining to Securities called for redemption and maturing after the relevant redemption date, whose surrender has been waived as provided in Section 3.03, and (iv) Securities and coupons for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 4.03), or (b) all such the Securities of such series and, in the case of (a)(i) or (a)(ii) above, any coupons appertaining thereto not theretofore canceled or delivered to the Trustee for cancellation (i) shall have become due and payable, (ii) or are by their terms to will become due and payable within one year, year or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company deposits with the Trustee, in trust, the case Paying Agent (if the Paying Agent is not the Company or any of (a)(iits Affiliates) or (a)(iii) above shall deposit the Conversion Agent cash or, if expressly permitted by the terms of the Securities or cause this Indenture, Common Stock sufficient to be deposited with the Trustee as trust funds the entire amount pay all amounts due and owing or that will become due and owing on all outstanding Securities (other than moneys repaid by the Trustee Securities replaced pursuant to Section 2.07) not theretofore canceled or any paying agent to the Company in accordance with Section 12.04) sufficient to pay at maturity or upon redemption all Securities of such series and coupons not therefore delivered to the Trustee for cancellation, including principal (and of, premium, if any) , interest and any interest Additional Amounts, if any, due or to become due to such date of maturity or date fixed for redemption, as the case may be, and if in either case the Company shall also pay pays, or cause causes to be paid paid, all other sums payable hereunder by the Company with respect to such seriesCompany, then this Indenture shall cease to be of further effect with respect (except as to (i) rights of registration of transfer, substitution, replacement and exchange and conversion of Securities, (ii) rights hereunder of holders of Securities to receive payments of principal of, premium, if any, and interest, and Additional Amounts, if any, on, the Securities and to receive shares of such seriesCommon Stock upon conversion of the Securities, (iii) the obligations under Sections 2.03 and 8.05 hereof and (iv) the rights, obligations and immunities of the Trustee hereunder), and the Trustee, on written demand of the Company accompanied by an Officers' Certificate and an Opinion of Counsel as required by Section 10.04 and at the Company's cost and expense of the Company and subject to Section 15.05expense, shall execute such proper instruments reasonably requested by the Company acknowledging satisfaction of and discharging this Indenture with respect to Indenture; the Securities of such series. The Company Company, however, hereby agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Securities of any series or of all series, the obligations of the Company to the Trustee under Section 7.06 shall survive. The Company will deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel which together shall state that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied withSecurities.

Discharge of Indenture. If at any timeThis Indenture will be discharged and will cease to be of further effect (except the obligations referred to in the last paragraph of this Section 9.01) as to all outstanding Notes, when: (1) either: (a) the Company shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated and all coupons, if any, appertaining thereto (other than (i) coupons appertaining to Bearer Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 2.07, (ii) Securities and coupons Notes that have been destroyedauthenticated and delivered (except lost, lost stolen or stolen and destroyed Notes that have been replaced or paid as provided in Section 2.09, (iii) coupons appertaining to Securities called for redemption and maturing after the relevant redemption date, whose surrender has been waived as provided in Section 3.03, and (iv) Securities and coupons Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company Issuer and thereafter repaid to the Company Issuer or discharged from such trust, as provided in Section 4.03)) have been delivered to the Trustee for cancellation, or (b) all such Securities of such series and, in the case of (a)(i) or (a)(ii) above, any coupons appertaining thereto Notes that have not theretofore been delivered to the Trustee for cancellation (i) shall have become due and payable, (ii) are by their terms to will become due and payable at their stated maturity within one year, year or (iii) are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption, and redemption by the Company Trustee in the case of (a)(i) Issuer’s name and at the Issuer’s expense, and, in any case, the Issuer has irrevocably deposited or (a)(iii) above shall deposit or cause caused to be deposited with the Trustee Trustee, as trust funds in trust solely for the benefit of the Holders, U.S. Dollars, U.S. Government Obligations or a combination thereof, in such amount as will be sufficient (without consideration of any reinvestment of interest) to pay and discharge the entire amount (other than moneys repaid by indebtedness on the Trustee or any paying agent to the Company in accordance with Section 12.04) sufficient to pay at maturity or upon redemption all Securities of such series and coupons Notes not therefore delivered to the Trustee for cancellationcancellation for principal, including principal (and premium, if any) , and any accrued interest due or to to, but excluding, the date of deposit (in the case of Notes that have become due to such and payable), the maturity date of maturity or date fixed for redemptionthe Redemption Date, as the case may be, and if in either case ; (2) the Company shall also pay or cause to be Issuer has paid all other sums payable hereunder by the Company with respect to such series, then it under this Indenture shall cease to be of further effect with respect to the Securities of such series, and the Trustee, on demand of and at Notes; (3) the cost and expense of the Company and subject to Section 15.05, shall execute such instruments reasonably requested by the Company acknowledging satisfaction of and discharging this Indenture with respect to the Securities of such series. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably incurred by the Trustee in connection with this Indenture or the Securities of such series. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Securities of any series or of all series, the obligations of the Company Issuer has delivered irrevocable instructions to the Trustee under Section 7.06 shall survive. The Company will deliver to apply the Trustee deposited cash and/or U.S. Government Obligations toward the payment of the Notes at maturity or on the Redemption Date, as the case may be; and (4) the Issuer has delivered an Officer’s Certificate and an Opinion of Counsel which together shall state to the Trustee stating that all conditions precedent herein provided for under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with. After such delivery, the Trustee shall acknowledge in writing the discharge of the Issuer’s obligations terminated pursuant to this Section 9.01. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuer in Section 2.07 shall survive until all Notes have been cancelled and the obligations of the Issuer in Sections 7.07, 9.05 and 9.06 shall survive.

Discharge of Indenture. If This Indenture shall, upon the receipt of a Company Order by the Trustee, cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of Securities herein expressly provided for) with respect to any series of Securities specified in such Company Order, and the Trustee, at any time:the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture as to such series, when (a) the Company shall have delivered to the Trustee for cancellation either: (i) all Securities of any such series theretofore authenticated and all coupons, if any, appertaining thereto delivered (other than (i) coupons appertaining to Bearer Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 2.07, (iiA) Securities and coupons that of such series which have been destroyed, lost or stolen and that which have been replaced or paid as provided in Section 2.09, (iii) coupons appertaining to Securities called for redemption and maturing after the relevant redemption date, whose surrender has been waived as provided in Section 3.03, 2.07 and (ivB) Securities and coupons of such series for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 4.03), 12.04) have been delivered to the Trustee for cancellation; or (bii) all such Securities of such series and, in the case of (a)(i) or (a)(ii) above, any coupons appertaining thereto not theretofore delivered to the Trustee for cancellation cancellation: (iA) shall have become due and payable, ; or (iiB) are by their terms to will become due and payable at their stated maturity within one year, or ; or (iiiC) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemptionredemption by the Trustee in the name, and at the expense, of the Company; and the Company or, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the Guarantor in the case of (a)(iA), (B) or (a)(iiiC) above shall deposit above, has deposited or cause caused to be deposited with the Trustee as trust funds in trust for the entire purpose an amount (other than moneys repaid by the Trustee or any paying agent to the Company in accordance with Section 12.04) sufficient to pay at maturity or upon redemption all and discharge the entire indebtedness on such Securities of such series and coupons not therefore theretofore delivered to the Trustee for cancellation, including principal (and the principal, premium, if any, interest, if any, and Additional Amounts known, at the time of such deposit, to be payable (if any) with respect to such Securities, to the date of such deposit (in the case of Securities which have become due and any interest due payable) or to become due to such date of the stated maturity or date fixed for of redemption, as the case may be, and if in either case ; (b) the Company or, with respect to any series of Securities to which the provisions of Article Fifteen shall also pay apply, the Guarantor has paid or cause caused to be paid all other sums payable hereunder by the Company with respect to such series, then this Indenture shall cease to be of further effect with respect to the Outstanding Securities of such series, and the Trustee, on demand of and at the cost and expense of ; and (c) the Company and subject to Section 15.05or, shall execute such instruments reasonably requested by the Company acknowledging satisfaction of and discharging this Indenture with respect to the Securities of such series. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably incurred by the Trustee in connection with this Indenture or the Securities of such series. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Securities of any series or of all seriesSecurities to which the provisions of Article Fifteen shall apply, the obligations of the Company to the Trustee under Section 7.06 shall survive. The Company will deliver Guarantor has delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel which together shall state Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture as to such series have been complied with. Notwithstanding the satisfaction and discharge of this Indenture with respect to any series of Securities, the following rights of the Holders and obligations of the Trustee, the Company and, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the Guarantor shall survive such satisfaction and discharge: (i) All obligations under Section 7.06; (ii) If money shall have been deposited with the Trustee pursuant to subclause (ii) of clause (a) of this Section or if money or obligations shall have been deposited with or received by the Trustee pursuant to Section 13.02, all obligations under Sections 2.05, 2.07, 4.02, 4.03, 6.03, 12.02, and 12.04; (iii) Any rights of Holders of the Securities of such series to require the Company or, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the Guarantor to repurchase or repay, and the obligations of the Company or, if applicable, the Guarantor to repurchase or repay, such Securities at the option of the Holders; and (iv) Any rights of Holders of the Securities of such series to convert or exchange, and the obligations of the Company to convert or exchange, such Securities into Shares, securities or other property. After any such deposit, the Trustee for such series shall acknowledge in writing the discharge of the Company’s and, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the Guarantor’s obligations under the Securities of such series and this Indenture with respect to the Securities of such series except for those surviving obligations specified above.

Discharge of Indenture. If at any time: When (a) the Company shall have delivered delivers to the Trustee for cancellation all Securities of any series theretofore authenticated and all coupons, if any, appertaining thereto (other than (i) coupons appertaining to Bearer any other Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 2.07, (ii) Securities and coupons that which have been destroyed, lost or stolen and that in lieu of or in substitution for which other Securities have been replaced authenticated and delivered) and not theretofore canceled, or paid as provided in Section 2.09, (iii) coupons appertaining to Securities called for redemption and maturing after the relevant redemption date, whose surrender has been waived as provided in Section 3.03, and (iv) Securities and coupons for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 4.03), or (b) all such the Securities of such series and, in the case of (a)(i) or (a)(ii) above, any coupons appertaining thereto not theretofore canceled or delivered to the Trustee for cancellation (i) shall have become due and payable, (ii) or are by their terms to will become due and payable at their Stated Maturity within one year, year or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company in the case of (a)(i) or (a)(iii) above shall deposit or cause to be deposited deposits with the Trustee as trust funds the entire amount (other than moneys repaid by the Trustee or any paying agent to the Company Trustee, in accordance with Section 12.04) trust, amounts sufficient to pay at maturity Stated Maturity or upon redemption the Redemption Date of all of the Securities (other than any Securities which have been mutilated, destroyed, lost or stolen and in lieu of such series or in substitution for which other Securities have been authenticated and coupons delivered) not therefore theretofore canceled or delivered to the Trustee for cancellation, including principal (and premium, if any) , and any interest due or to become due to such date of maturity Stated Maturity or date fixed for redemptionRedemption Date, as the case may be, and if in either case the Company shall also pay pays, or cause causes to be paid paid, all other sums payable hereunder by the Company with respect to such seriesCompany, then this Indenture shall cease to be of further effect with respect (except as to (i) rights of registration of transfer, substitution, replacement and exchange and conversion of Securities, (ii) rights hereunder of holders of Securities to receive payments of principal of and premium, if any, and interest on, the Securities Securities, (iii) the obligations under Sections 2.04 and 13.05 hereof and (iv) the rights, obligations and immunities of such seriesthe Trustee hereunder), and the Trustee, on demand of the Company accompanied by an Officers' Certificate and an Opinion of Counsel as required by Section 9.04 and at the Company's cost and expense of the Company and subject to Section 15.05expense, shall execute such proper instruments reasonably requested by the Company acknowledging satisfaction of and discharging this Indenture with respect to Indenture; the Securities of such series. The Company Company, however, hereby agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Securities of any series or of all series, the obligations of the Company to the Trustee under Section 7.06 shall survive. The Company will deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel which together shall state that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied withSecurities.

Discharge of Indenture. If at any time:When (a) the Company Corporation shall have delivered deliver to the Debenture Trustee for cancellation all Securities of any series theretofore authenticated and all coupons, if any, appertaining thereto (other than (i) coupons appertaining to Bearer any Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 2.07, (ii) Securities and coupons that which shall have been destroyed, lost or stolen and that which shall have been replaced or paid as provided in Section 2.092.8) and not theretofore canceled, (iii) coupons appertaining to Securities called for redemption and maturing after the relevant redemption date, whose surrender has been waived as provided in Section 3.03, and (iv) Securities and coupons for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 4.03), or (b) all such the Securities of such series and, in the case of (a)(i) or (a)(ii) above, any coupons appertaining thereto not theretofore canceled or delivered to the Debenture Trustee for cancellation (i) shall have become due and payable, (ii) or are by their terms to become due and payable within one year, year or (iii) are to be called for redemption prepayment within one year under arrangements satisfactory to the Debenture Trustee for the giving of notice of redemptionprepayment, and the Company in the case of (a)(i) or (a)(iii) above Corporation shall deposit or cause to be deposited with the Trustee as trust Debenture Trustee, in trust, funds sufficient to pay on the entire amount Maturity Date or upon prepayment all of the Securities (other than moneys repaid by the Trustee any Securities which shall have been destroyed, lost or any paying agent to the Company stolen and which shall have been replaced as provided in accordance with Section 12.042.8) sufficient to pay at maturity not theretofore canceled or upon redemption all Securities of such series and coupons not therefore delivered to the Debenture Trustee for cancellation, including principal and interest (including Compounded Interest and premiumAdditional Sums, if any) and any interest Liquidated Damages, if any, due or to become due to such date of maturity the Maturity Date or date fixed for redemptionprepayment date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of or interest (including Compounded Interest and Additional Sums, if any) or Liquidated Damages, if any, on the Securities (1) theretofore repaid to the Corporation in accordance with the provisions of Section 11.4, or (2) paid to any State or to the District of Columbia pursuant to its unclaimed property or similar laws, and if, in either case the Company Corporation shall also pay or cause to be paid all other sums payable hereunder by the Company with respect to such seriesCorporation, then this Indenture shall cease to be of further effect with respect effect. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Corporation to the Securities Debenture Trustee under Section 6.6, the obligations of such seriesthe Corporation to any Authenticating Agent under Section 6.14 and, if money shall have been deposited with the Debenture Trustee pursuant to clause (b) of this Section, the obligations of the Debenture Trustee under Section 11.2 and Section 11.4 shall survive. Thereafter, Sections 6.6, 6.10 and 11.4 shall survive, and the Debenture Trustee, on demand of the Corporation accompanied by any Officers' Certificate and an Opinion of Counsel and at the cost and expense of the Company and subject to Section 15.05Corporation, shall execute such proper instruments reasonably requested by the Company acknowledging satisfaction of and discharging this Indenture with respect to Indenture; the Securities of such series. The Company Corporation, however, hereby agrees to reimburse the Debenture Trustee for any costs or expenses thereafter reasonably and properly incurred by the Debenture Trustee in connection with this Indenture or the Securities of such series. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Securities of any series or of all series, the obligations of the Company to the Trustee under Section 7.06 shall survive. The Company will deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel which together shall state that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied withSecurities.

Discharge of Indenture. If at any time: When (a) the Company shall have delivered deliver to the Trustee for cancellation all Securities of any series theretofore authenticated and all coupons, if any, appertaining thereto (other than (i) coupons appertaining to Bearer any Securities surrendered for exchange for Registered Securities and maturing after of such exchange, whose surrender is not required or has been waived as provided in Section 2.07, (ii) Securities and coupons that series which shall have been destroyed, lost or stolen and that or in lieu of or in substitution for which other Securities shall have been replaced authenticated and delivered) and not theretofore cancelled, or paid as provided in Section 2.09, (iii) coupons appertaining to Securities called for redemption and maturing after the relevant redemption date, whose surrender has been waived as provided in Section 3.03, and (iv) Securities and coupons for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 4.03), or (b) all such the Securities of such any series and, in the case of (a)(i) or (a)(ii) above, any coupons appertaining thereto not theretofore cancelled or delivered to the Trustee for cancellation (i) shall have become due and payable, (ii) or are by their terms to become due and payable within one year, year or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company in the case of (a)(i) or (a)(iii) above shall deposit or cause to be deposited with the Trustee as trust Trustee, in trust, funds the entire amount (other than moneys funds repaid by the Trustee or any paying agent to the Company in accordance with Section 12.0413.04) sufficient to pay at maturity or upon redemption all of the Securities of such series (other than any Securities of such series which shall have been mutilated, destroyed, lost or stolen and coupons in lieu of or in substitution for which other Securities shall have been authenticated and delivered or which shall have been paid) not therefore theretofore cancelled or delivered to the Trustee for cancellation, including principal (and premium, if any) , and any interest interest, if any, due or to become due to such date of maturity or date fixed for redemptionredemption date, as the case may be, and if in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company with respect to such seriesCompany, then this Indenture shall cease to be of further effect with respect to the Securities of such series, and the Trustee, on demand of the Company accompanied by an Officers' Certificate and an Opinion of Counsel as required by Section 15.07 and at the cost and expense of the Company and subject to Section 15.05Company, shall execute such proper instruments reasonably requested by the Company acknowledging satisfaction of and discharging this Indenture with respect to the Securities of such series. The Company agrees , the Company, however, hereby agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and property incurred and to compensate the Trustee for any services reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Securities of any series or of all series, the obligations of the Company to the Trustee under Section 7.06 shall survive. The Company will deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel which together shall state that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied withSecurities.

Discharge of Indenture. If Upon the request of the Company, this Indenture will cease to be of further effect and the Trustee, at any timethe expense of the Company, will execute proper instrument acknowledging satisfaction and discharge of the Securities and this Indenture when: (a1) either: (i) all the Company shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated and all coupons, if any, appertaining thereto delivered (other than (i) coupons appertaining to Bearer Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 2.07, (ii) Securities and coupons that have been destroyed, lost or stolen and Securities that have been replaced or paid as provided in and Securities that have been subject to defeasance pursuant to Section 2.09, (iii7.02 or 7.03) coupons appertaining to Securities called for redemption and maturing after the relevant redemption date, whose surrender has have been waived as provided in Section 3.03, and (iv) Securities and coupons for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid delivered to the Company or discharged from such trust, as provided in Section 4.03), Trustee for cancellation; or (bii) all such Securities of such series and, in the case of (a)(i) or (a)(ii) above, any coupons appertaining thereto not theretofore delivered to the Trustee for cancellation cancellation: (i) shall have become due and payable, payable by the mailing of a notice of redemption or otherwise; (ii) are by their terms to will become due and payable within one year, or ; or (iii) are to be called for redemption within one year 12 months under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemptionredemption by the Trustee in the name, and at the reasonable expense, of the Company; and the Company in the case of (a)(i) has irrevocably deposited or (a)(iii) above shall deposit or cause caused to be deposited with the Trustee as funds in trust funds for the entire purpose in an amount (other than moneys repaid by the Trustee or any paying agent to the Company in accordance with Section 12.04) sufficient to pay at maturity or upon redemption all Securities of such series and coupons discharge, the entire Debt on the Securities, including, if any, Liquidated Damages with respect to the Securities, not therefore theretofore delivered to the Trustee for cancellation, including for principal (and premium, if any) and any interest on the Securities to the date of such deposit (in case of Securities that have become due and payable) or to become due to such date of maturity the Stated Maturity or date fixed for redemptionredemption date, as the case may be, and if in either case ; (2) the Company shall also pay has paid or cause caused to be paid all other sums payable hereunder under this Indenture by the Company; and (3) the Company with respect has delivered to such seriesthe Trustee an Officers' Certificate and an Opinion of Counsel, then each stating that all conditions precedent provided in this Indenture shall cease to be of further effect with respect relating to the satisfaction and discharge of the Securities of and this Indenture have been complied with. After such seriesdelivery, and the Trustee, on demand of and at the cost and expense Trustee upon request of the Company shall acknowledge in writing the discharge of the Company's obligations under the Securities and subject to Section 15.05, shall execute such instruments reasonably requested by the Company acknowledging satisfaction of and discharging this Indenture with respect to the Securities of such series. The Company agrees to reimburse the Trustee except for any costs or expenses thereafter reasonably incurred by the Trustee in connection with this Indenture or the Securities of such seriesthose surviving obligations specified below. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Securities of any series or of all seriesIndenture, the obligations of the Company to the Trustee under Section in Sections 6.07, 7.05 and 7.06 shall survive. The Company will deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel which together shall state that all conditions precedent herein provided for relating to the survive such satisfaction and discharge of this Indenture have been complied withdischarge.

Discharge of Indenture. (a) If at the Administrator shall cause to be paid from the Pledged Tax Revenues or amounts in the funds and accounts created hereunder and discharge the entire indebtedness on all Bonds or any timeportion thereof in any one or more of the following ways: (ai) by well and truly paying or causing to be paid the Company shall have delivered to the Trustee for cancellation all Securities principal of any series theretofore authenticated and all coupons, interest and premium (if any, appertaining thereto (other than (i) coupons appertaining to Bearer Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required on all or has been waived as provided in Section 2.07, (ii) Securities and coupons that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.09, (iii) coupons appertaining to Securities called for redemption and maturing after the relevant redemption date, whose surrender has been waived as provided in Section 3.03, and (iv) Securities and coupons for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trustapplicable portion of Outstanding Bonds, as provided in Section 4.03), or (b) all such Securities of such series and, in and when the case of (a)(i) or (a)(ii) above, any coupons appertaining thereto not theretofore delivered to the Trustee for cancellation (i) shall have same become due and payable, ; (ii) are by their terms irrevocably depositing with the Trustee or an escrow agent, in trust, at or before maturity, money which, together with the available amounts then on deposit in the funds and accounts established pursuant to become due this Indenture, is fully sufficient to pay all or the applicable portion of Outstanding Bonds, including all principal, interest and payable within one yearredemption premiums, or or; (iii) are to be called for redemption within one year under arrangements satisfactory to by irrevocably depositing with the Trustee for the giving of notice of redemptionor an escrow agent, and the Company in the case of (a)(i) or (a)(iii) above trust, Defeasance Obligations in such amount as an Independent Accountant shall deposit or cause to determine will, together with such other money as may be deposited with the Trustee as trust plus the interest to accrue thereon and available moneys then on deposit in the funds the entire amount (other than moneys repaid by the Trustee or any paying agent and accounts established pursuant to the Company in accordance with Section 12.04) this Indenture, be fully sufficient to pay and discharge the indebtedness on all Bonds or the applicable portion thereof (including all principal, interest and redemption premiums) at or before maturity; and, if such Bonds are to be redeemed prior to the maturity or upon redemption all Securities thereof, notice of such series and coupons not therefore delivered redemption shall have been given pursuant to Section 2.03(d) or provision satisfactory to the Trustee shall have been made for cancellationthe giving of such notice, including principal (then, at the election of the Administrator, and premiumnotwithstanding that any Bonds shall not have been surrendered for payment, the pledge of the Pledged Tax Revenues and other funds provided for in this Indenture and all other obligations of the Trustee, the Authority and the Administrator under this Indenture shall cease and terminate with respect to all Outstanding Bonds or, if anyapplicable, with respect to that portion of the Bonds which has been paid and discharged, except only (A) the obligation of the Trustee to transfer and any interest due or to become due to such date exchange Bonds hereunder, (B) the obligations of maturity or date fixed for redemption, as the case may beAdministrator under Section 6.06 hereof, and if in either case (C) the Company shall also obligation of the Administrator to pay or cause to be paid all other sums payable hereunder by the Company with respect to such series, then this Indenture shall cease to be of further effect with respect to the Securities of such series, and Owners from the amounts so deposited with the Trustee, on demand of all sums due thereon and at to pay the cost Trustee all fees, expenses and expense costs of the Company Trustee. In the event the Administrator shall, pursuant to the foregoing provision, pay and subject discharge any portion or all of the Bonds then Outstanding, the Trustee shall be authorized to Section 15.05, shall take such actions and execute and deliver to the Administrator all such instruments reasonably requested as may be necessary or desirable to evidence such discharge, including, without limitation, selection by lot of Bonds of any maturity of the Company acknowledging satisfaction Bonds that the Administrator has determined to pay and discharge in part. In the case of and discharging this Indenture with respect to a defeasance or payment of all of the Securities of such series. The Company agrees to reimburse the Trustee for Bonds Outstanding, any costs or expenses funds thereafter reasonably incurred held by the Trustee in connection with this Indenture which are not required for said purpose or for payment of amounts due the Securities of such series. Notwithstanding the satisfaction and discharge of this Indenture with respect Trustee pursuant to Section 6.06 shall be paid over to the Securities of any series or of all seriesAdministrator and applied by the Administrator consistent with the Fort Ord Reuse Authority Act and the Xxxxx-Xxxx Act, the obligations of the Company to the Trustee under Section 7.06 shall survive. The Company will deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel which together shall state that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied withas applicable.

Discharge of Indenture. If at any time: (a) the Company shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated and all coupons, if any, appertaining thereto (other than (i) coupons appertaining to Bearer Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 2.07, (ii) Securities and coupons that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.09, (iii) coupons appertaining to Securities called for redemption and maturing after the relevant redemption date, whose surrender has been waived as provided in Section 3.03, and (iv) Securities and coupons for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 4.03), or (b) all such Securities of such series and, in the case of (a)(i) or (a)(ii) above, any coupons appertaining thereto not theretofore delivered to the Trustee for cancellation (i) shall have become due and payable, or (ii) are by their terms to become due and payable within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company in the case of (a)(i) or (a)(iii) above shall deposit or cause to be deposited with the Trustee as trust funds the entire amount (other than moneys repaid by the Trustee or any paying agent to the Company in accordance with Section 12.04) sufficient to pay at maturity or upon redemption all Securities of such series and coupons not therefore delivered to the Trustee for cancellation, including principal (and premium, if any) and any interest due or to become due to such date of maturity or date fixed for redemption, as the case may be, and if in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company with respect to such series, then this Indenture shall cease to be of further effect with respect to the Securities of such series, and the Trustee, on demand of and at the cost and expense of the Company and subject to Section 15.05, shall execute such proper instruments reasonably requested by the Company acknowledging satisfaction of and discharging this Indenture with respect to the Securities of such series. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the Securities of such series. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Securities of any series or of all series, the obligations of the Company to the Trustee under Section 7.06 shall survive. The Company will deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel which together shall state that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.

Discharge of Indenture. If at any time:SECTION 8.01 Termination of the Partnership’s, the Guarantor’s and the Subsidiary Guarantors’ Obligations. (a) This Indenture shall cease to be of further effect with respect to the Company Securities of a series (except that the Partnership’s obligations under Section 7.07, the Trustee’s and Paying Agent’s obligations under Section 8.03 and the rights, powers, protections and privileges accorded the Trustee under Article VII shall survive), and the Trustee, on demand of the Partnership, shall execute proper instruments acknowledging the satisfaction and discharge of this Indenture with respect to the Securities of such series, when: (1) either: (A) all outstanding Securities of such series theretofore authenticated and issued (other than destroyed, lost or stolen Securities that have been replaced or paid) have been delivered to the Trustee for cancellation all Securities of any series theretofore authenticated and all coupons, if any, appertaining thereto (other than (i) coupons appertaining to Bearer Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 2.07, (ii) Securities and coupons that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.09, (iii) coupons appertaining to Securities called for redemption and maturing after the relevant redemption date, whose surrender has been waived as provided in Section 3.03, and (iv) Securities and coupons for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 4.03), cancellation; or (bB) all such outstanding Securities of such series and, in the case of (a)(i) or (a)(ii) above, any coupons appertaining thereto not theretofore delivered to the Trustee for cancellation cancellation: (i) shall have become due and payable, or (ii) are by their terms to will become due and payable at their Stated Maturity within one year, or or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemptionredemption by the Trustee in the name, and at the Company expense, of the Partnership, and, in the case of clause (a)(ii), (ii) or (a)(iiiiii) above shall deposit above, the Partnership, the Guarantor or cause a Subsidiary Guarantor has irrevocably deposited or caused to be deposited with the Trustee as funds (immediately available to the Holders in the case of clause (i)) in trust funds for such purpose (x) cash in an amount, or (y) Government Obligations with respect to such series, maturing as to principal and interest at such times and in such amounts as will ensure the availability of cash in an amount or (z) a combination thereof, which will be sufficient, in the opinion (in the case of clauses (y) and (z)) of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge the entire amount (other than moneys repaid by indebtedness on the Trustee or any paying agent to the Company in accordance with Section 12.04) sufficient to pay at maturity or upon redemption all Securities of such series for principal and coupons not therefore delivered interest to the Trustee date of such deposit (in the case of Securities which have become due and payable) or for cancellationprincipal, including principal (and premium, if any) , and any interest due to the Stated Maturity or to become due to such date of maturity or date fixed for redemptionRedemption Date, as the case may be; or (C) the Partnership, the Guarantor and if in either case the Company shall also pay Subsidiary Guarantors have properly fulfilled such other means of satisfaction and discharge as is specified, as contemplated by Section 2.01, to be applicable to the Securities of such series; (2) the Partnership, the Guarantor or cause a Subsidiary Guarantor has paid or caused to be paid all other sums payable by them hereunder by the Company with respect to such series, then this Indenture shall cease to be of further effect with respect to the Securities of such series, and ; and (3) the Trustee, on demand of and at the cost and expense of the Company and subject to Section 15.05, shall execute such instruments reasonably requested by the Company acknowledging satisfaction of and discharging this Indenture with respect Partnership has delivered to the Securities of such series. The Company agrees Trustee an Officers’ Certificate stating that all conditions precedent to reimburse the Trustee for any costs or expenses thereafter reasonably incurred by the Trustee in connection with this Indenture or the Securities of such series. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Securities of any such series have been complied with, together with an Opinion of Counsel to the same effect. (b) Unless this Section 8.01(b) is specified as not being applicable to Securities of a series as contemplated by Section 2.01, the Partnership may, at its option, terminate certain of its, the Guarantor’s and the Subsidiary Guarantors’ respective obligations under this Indenture (“covenant defeasance”) with respect to the Securities of a series if: (1) the Partnership, the Guarantor or a Subsidiary Guarantor has irrevocably deposited or caused to be irrevocably deposited with the Trustee as trust funds in trust for the purpose of all making the following payments, specifically pledged as security for and dedicated solely to the benefit of the Holders of Securities of such series, (i) money in the obligations currency in which payment of the Company Securities of such series is to be made in an amount, or (ii) Government Obligations with respect to such series, maturing as to principal and interest at such times and in such amounts as will ensure the availability of money in the currency in which payment of the Securities of such series is to be made in an amount or (iii) a combination thereof, that is sufficient, in the opinion (in the case of clauses (ii) and (iii)) of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay the principal of and premium (if any) and interest on all Securities of such series on each date that such principal, premium (if any) or interest is due and payable and (at the Stated Maturity thereof or upon redemption as provided in Section 8.01(e)) to pay all other sums payable by it hereunder; provided that the Trustee under Section 7.06 shall survive. The Company will deliver have been irrevocably instructed to apply such money and/or the proceeds of such Government Obligations to the payment of said principal, premium (if any) and interest with respect to the Securities of such series as the same shall become due; (2) the Partnership has delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel which together shall state stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to the Securities of such series have been complied with, and an Opinion of Counsel to the same effect; (3) no Default or Event of Default with respect to the Securities of such series shall have occurred and be continuing on the date of such deposit; (4) the Partnership shall have delivered to the Trustee an Opinion of Counsel from a nationally recognized counsel acceptable to the Trustee or a private letter ruling issued by the United States Internal Revenue Service to the effect that the Holders will not recognize income, gain or loss for United States. Federal income tax purposes as a result of the Partnership’s exercise of its option under this Section 8.01(b) and will be subject to United States Federal income tax on the same amount and in the same manner and at the same times as would have been the case if such option had not been exercised; (5) the Partnership, the Guarantor and the Subsidiary Guarantors have complied with any additional conditions specified pursuant to Section 2.01 to be applicable to the discharge of Securities of such series pursuant to this Section 8.01; and (6) such deposit and discharge shall not cause the Trustee to have a conflicting interest as defined in TIA § 310(b). In such event, this Indenture shall cease to be of further effect (except as set forth in this paragraph), and the Trustee, on demand of the Partnership, shall execute proper instruments acknowledging satisfaction and discharge under this Indenture. However, the Partnership’s, the Guarantor’s and the Subsidiary Guarantors’ respective obligations in Sections 2.05, 2.06, 2.07, 2.08, 2.09, 4.01, 4.02, 7.07, 7.08, 8.04 and 11.01, the Trustee’s and Paying Agent’s obligations in Section 8.03 and the rights, powers, protections and privileges accorded the Trustee under Article VII shall survive until all Securities of such series are no longer outstanding. Thereafter, only the Partnership’s obligations in Section 7.07 and the Trustee’s and Paying Agent’s obligations in Section 8.03 shall survive with respect to Securities of such series. After such irrevocable deposit made pursuant to this Section 8.01(b) and satisfaction of the other conditions set forth herein, the Trustee upon request shall acknowledge in writing the discharge of the Partnership’s, the Guarantor’s and the Subsidiary Guarantors’ obligations under this Indenture with respect to the Securities of such series except for those surviving obligations specified above. In order to have money available on a payment date to pay principal of or premium (if any) or interest on the Securities, the Government Obligations shall be payable as to principal or interest on or before such payment date in such amounts as will provide the necessary money. Government Obligations shall not be callable at the issuer’s option. (c) If the Partnership, the Guarantor and the Subsidiary Guarantors have previously complied or are concurrently complying with Section 8.01(b) (other than any additional conditions specified pursuant to Section 2.01 that are expressly applicable only to covenant defeasance) with respect to Securities of a series, then, unless this Section 8.01(c) is specified as not being applicable to Securities of such series as contemplated by Section 2.01, the Partnership may elect that its, the Guarantor’s and the Subsidiary Guarantors’ respective obligations to make payments with respect to Securities of such series be discharged (“legal defeasance”), if: (1) no Default or Event of Default under clauses (5) and (6) of Section 6.01 hereof shall have occurred at any time during the period ending on the 91st day after the date of deposit contemplated by Section 8.01(b) (it being understood that this condition shall not be deemed satisfied until the expiration of such period); (2) unless otherwise specified with respect to Securities of such series as contemplated by Section 2.01, the Partnership has delivered to the Trustee an Opinion of Counsel from a nationally recognized counsel acceptable to the Trustee to the effect referred to in Section 8.01(b)(4) with respect to such legal defeasance, which opinion is based on (i) a private letter ruling issued by the United States Internal Revenue Service addressed to the Partnership, (ii) a published ruling of the Internal Revenue Service pertaining to a comparable form of transaction or (iii) a change in the applicable federal income tax law (including regulations) after the date of this Indenture; (3) the Partnership, the Guarantor and the Subsidiary Guarantors have complied with any other conditions specified pursuant to Section 2.01 to be applicable to the legal defeasance of Securities of such series pursuant to this Section 8.01(c); and (4) the Partnership has delivered to the Trustee a Partnership Request requesting such legal defeasance of the Securities of such series and an Officers’ Certificate stating that all conditions precedent with respect to such legal defeasance of the Securities of such series have been complied with, together with an Opinion of Counsel to the same effect. In such event, the Partnership, the Guarantor and the Subsidiary Guarantors will be discharged from their respective obligations under this Indenture and the Securities of such series to pay principal of, premium (if any) and interest on, and any Additional Amounts with respect to, Securities of such series, the Partnership’s, the Guarantor’s and the Subsidiary Guarantors’ obligations under Sections 4.01, 4.02 and 11.01 shall terminate with respect to such Securities, and the entire indebtedness of the Partnership evidenced by such Securities and of the Guarantor and of the Subsidiary Guarantors evidenced by the related Guarantees shall be deemed paid and discharged. (d) If and to the extent additional or alternative means of satisfaction, discharge or defeasance of Securities of a series are specified to be applicable to such series as contemplated by Section 2.01, each of the Partnership, the Guarantor and the Subsidiary Guarantors may terminate any or all of its obligations under this Indenture with respect to Securities of a series and any or all of its obligations under the Securities of such series if it fulfills such other means of satisfaction and discharge as may be so specified, as contemplated by Section 2.01, to be applicable to the Securities of such series. (e) If Securities of any series subject to subsection (a), (b), (c) or (d) of this Section 8.01 are to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption provisions or in accordance with any mandatory or optional sinking fund provisions, the terms of the applicable trust arrangement shall provide for such redemption, and the Partnership shall make such arrangements as are reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Partnership.

Discharge of Indenture. If at SECTION 8.01. Defeasance Within One Year of Payment. Except as otherwise provided in this Section 8.01, the Company may terminate its obligations under the Securities of any timeseries and this Indenture with respect to Securities of such series if: (ai) all Securities of such series previously authenticated and delivered (other than destroyed, lost or wrongfully taken Securities of such series that have been replaced or Securities of such series that are paid pursuant to Section 4.01 or Securities of such series for whose payment money or securities have theretofore been held in trust and thereafter repaid to the Company shall Company, as provided in Section 8.05) have been delivered to the Trustee for cancellation and the Company has paid all Securities of any series theretofore authenticated and all coupons, if any, appertaining thereto (other than (i) coupons appertaining to Bearer Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 2.07, sums payable by it hereunder; or (ii) Securities and coupons that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.09, (iiiA) coupons appertaining to Securities called for redemption and maturing after the relevant redemption date, whose surrender has been waived as provided in Section 3.03, and (iv) Securities and coupons for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 4.03), or (b) all such Securities of such series and, in the case of (a)(i) or (a)(ii) above, any coupons appertaining thereto not theretofore delivered to the Trustee for cancellation (i) shall have become due and payable, (ii) are by their terms to become due and payable mature within one year, year or (iii) all of them are to be called for redemption within one year under arrangements satisfactory to the Trustee for giving the giving of notice of redemption, and (B) the Company irrevocably deposits in the case of (a)(i) or (a)(iii) above shall deposit or cause to be deposited trust with the Trustee Trustee, as trust funds solely for the entire amount benefit of the Holders of such Securities for that purpose, money or U.S. Government Obligations or a combination thereof sufficient (other than moneys repaid by unless such funds consist solely of money, in the Trustee or any paying agent opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Company in accordance with Section 12.04) sufficient Trustee), without consideration of any reinvestment, to pay at maturity or upon redemption all the Principal of and interest on the Securities of such series and coupons not therefore delivered to the Trustee for cancellation, including principal (and premium, if any) and any interest due or to become due to such date of maturity or date fixed for redemption, as the case may be, and if in either case the Company shall also to pay or cause to be paid all other sums payable hereunder by it hereunder, and (C) the Company with respect to such series, then this Indenture shall cease to be of further effect with respect delivers to the Securities Trustee an Officers' Certificate and an Opinion of such seriesCounsel, and the Trustee, on demand of and at the cost and expense of the Company and subject in each case stating that all conditions precedent provided for herein relating to Section 15.05, shall execute such instruments reasonably requested by the Company acknowledging satisfaction of and discharging this Indenture with respect to the Securities of such series. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably incurred by the Trustee in connection with this Indenture or the Securities of such series. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Securities of any such series or of all series, the obligations of the Company to the Trustee under Section 7.06 shall survive. The Company will deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel which together shall state that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. With respect to the foregoing clause (i), only the Company's obligations under Section 7.07 in respect of the Securities of such series shall survive. With respect to the foregoing clause (ii), only the Company's obligations in Sections 2.02 through 2.12, 4.02, 7.07, 7.08 and 8.05 in respect of the Securities of such series shall survive until such Securities of such series are no longer outstanding. Thereafter, only the Company's obligations in Sections 7.07 and 8.05 in respect of the Securities of such series shall survive. After any such irrevocable deposit, the Trustee upon written request shall acknowledge in writing the discharge of the Company's obligations under the Securities of such series and this Indenture with respect to the Securities of such series except for those surviving obligations specified above.

Discharge of Indenture. If at any time: When (a) the Company shall have delivered delivers to ---------------------- the Trustee for cancellation all Securities of any series Convertible Subordinated Notes theretofore authenticated and all coupons, if any, appertaining thereto (other than (i) coupons appertaining to Bearer Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 2.07, (ii) Securities and coupons that any other Convertible Subordinated Notes which have been destroyed, lost or stolen and that in lieu of or in substitution for which other Convertible Subordinated Notes have been replaced authenticated and delivered) and not theretofore canceled, or paid as provided in Section 2.09, (iii) coupons appertaining to Securities called for redemption and maturing after the relevant redemption date, whose surrender has been waived as provided in Section 3.03, and (iv) Securities and coupons for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 4.03), or (b) all such Securities of such series and, in the case of (a)(i) or (a)(ii) above, any coupons appertaining thereto Convertible Subordinated Notes not theretofore canceled or delivered to the Trustee for cancellation (i) shall have become due and payable, (ii) or are by their terms to become due and payable within one year, year or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company in the case of (a)(i) or (a)(iii) above shall deposit or cause to be deposited deposits with the Trustee as trust funds the entire amount (other than moneys repaid by the Trustee or any paying agent to the Company Trustee, in accordance with Section 12.04) trust, cash and/or U.S. Government Obligations sufficient to pay at maturity or upon redemption of all Securities of such series the Convertible Subordinated Notes (other than any Convertible Subordinated Notes which have been mutilated, destroyed, lost or stolen and coupons in lieu of or in substitution for which other Convertible Subordinated Notes have been authenticated and delivered) not therefore theretofore canceled or delivered to the Trustee for cancellation, including principal (and premium, if any) , and any interest due or to become due to such date of maturity or date fixed for redemptionredemption date, as the case may be, and if in either case the Company shall also pay pays, or cause causes to be paid paid, all other sums payable hereunder by the Company with respect to such seriesCompany, then than this Indenture shall cease to be of further effect with respect (except as to (i) rights of registration of transfer, substitution, replacement and exchange and conversion of Convertible Subordinated Notes, (ii) rights hereunder of holders of Convertible Subordinated Notes to receive payments of principal of and premium, if any, and interest on, the Securities Convertible Subordinated Notes (iii) the obligations under Sections 2.3 and 8.5 hereof and (iv) the rights, obligations and immunities of such seriesthe Trustee hereunder), and the Trustee, on demand of the Company accompanied by an Officers' Certificate and an Opinion of Counsel as required by Section 10.4 and at the Company's cost and expense of the Company and subject to Section 15.05expense, shall execute such proper instruments reasonably requested by the Company acknowledging satisfaction of and discharging this Indenture with respect to Indenture; the Securities of such series. The Company Company, however, hereby agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Securities of any series or of all series, the obligations of the Company to the Trustee under Section 7.06 shall survive. The Company will deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel which together shall state that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied withConvertible Subordinated Notes.

Discharge of Indenture. If at any time: When (a) the Company shall have delivered delivers to the Trustee for cancellation all Securities of any series Convertible Subordinated Notes theretofore authenticated and all coupons, if any, appertaining thereto (other than (i) coupons appertaining to Bearer Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 2.07, (ii) Securities and coupons that any other Convertible Subordinated Notes which have been destroyed, lost or stolen and that in lieu of or in substitution for which other Convertible Subordinated Notes have been replaced authenticated and delivered) and not theretofore canceled, or paid as provided in Section 2.09, (iii) coupons appertaining to Securities called for redemption and maturing after the relevant redemption date, whose surrender has been waived as provided in Section 3.03, and (iv) Securities and coupons for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 4.03), or (b) all such Securities of such series and, in the case of (a)(i) or (a)(ii) above, any coupons appertaining thereto Convertible Subordinated Notes not theretofore canceled or delivered to the Trustee for cancellation (i) shall have become due and payable, (ii) or are by their terms to will become due and payable within one year, year or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company in the case of (a)(i) or (a)(iii) above shall deposit or cause to be deposited deposits with the Trustee as trust funds the entire amount (other than moneys repaid by the Trustee or any paying agent to the Company Trustee, in accordance with Section 12.04) trust, amounts sufficient to pay at maturity or upon redemption of all Securities of such series the Convertible Subordinated Notes (other than any Convertible Subordinated Notes which have been mutilated, destroyed, lost or stolen and coupons in lieu of or in substitution for which other Convertible Subordinated Notes have been authenticated and delivered) not therefore theretofore canceled or delivered to the Trustee for cancellation, including principal (and premium, if any, interest (including Contingent Interest, if any) and any interest Liquidated Damages, if any, due or to become due to such date of maturity Maturity Date or date fixed for redemptionRedemption Date, as the case may be, and if in either case the Company shall also pay pays, or cause causes to be paid paid, all other sums payable hereunder by the Company with respect to such seriesCompany, then this Indenture shall cease to be of further effect with respect (except as to (i) rights of registration of transfer, substitution, replacement and exchange and conversion of Convertible Subordinated Notes, (ii) rights hereunder of holders of Convertible Subordinated Notes to receive payments of principal of and premium, if any, interest (including Contingent Interest, if any), and Liquidated Damages, if any, on, the Securities Convertible Subordinated Notes, (iii) the obligations under Sections 2.03 and 8.05 hereof and (iv) the rights, obligations and immunities of such seriesthe Trustee hereunder), and the Trustee, on demand of the Company accompanied by an Officers' Certificate and an Opinion of Counsel as required by Section 10.04 and at the Company's cost and expense of the Company and subject to Section 15.05expense, shall execute such proper instruments reasonably requested by the Company acknowledging satisfaction of and discharging this Indenture with respect to Indenture; the Securities of such series. The Company Company, however, hereby agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Securities of any series or of all series, the obligations of the Company to the Trustee under Section 7.06 shall survive. The Company will deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel which together shall state that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied withConvertible Subordinated Notes.

Discharge of Indenture. If at the Authority shall pay and discharge any timeor all of the Outstanding Bonds in any one or more of the following ways: (a) by well and truly paying or causing to be paid the Company shall have delivered to the Trustee for cancellation all Securities principal of any series theretofore authenticated and all coupons, interest and premiums (if any, appertaining thereto (other than (i) coupons appertaining to Bearer Securities surrendered for exchange for Registered Securities and maturing after on such exchange, whose surrender is not required or has been waived as provided in Section 2.07, (ii) Securities and coupons that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.09, (iii) coupons appertaining to Securities called for redemption and maturing after the relevant redemption date, whose surrender has been waived as provided in Section 3.03, and (iv) Securities and coupons for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trustBonds, as provided in Section 4.03), orand when the same become due and payable; (b) all such Securities of such series andby irrevocably depositing with the Trustee, in trust, at or before maturity, money which, together with the case available amounts then on deposit in the funds and accounts established with the Trustee pursuant to this Indenture, is fully sufficient to pay such Bonds, including all principal, interest and redemption premiums (if any); or (c) by irrevocably depositing with the Trustee or any other fiduciary, in trust, Federal Securities in such amount as an Independent Certified Public Accountant shall determine in a written report filed with the Trustee (upon which report the Trustee may conclusively rely) will, together with the interest to accrue thereon and available moneys then on deposit in the funds and accounts established with the Trustee pursuant to this Indenture, be fully sufficient to pay and discharge the indebtedness on such Bonds (including all principal, interest and redemption premiums) at or before their respective maturity dates; and delivering an opinion of (a)(i) or (a)(ii) aboveBond Counsel acceptable in form and substance, any coupons appertaining thereto not theretofore delivered and addressed, to the Authority and the Trustee for cancellation (i) shall have become due to the effect that the Bonds are no longer Outstanding under the Indenture, and payable, (ii) are by their terms to become due and payable within one year, or (iii) if such Bonds are to be called for redeemed prior to the maturity thereof notice of such redemption within one year under arrangements shall have been mailed pursuant to Section 2.03(d) or provision satisfactory to the Trustee shall have been made for the giving mailing of notice such notice, then, at the Request of redemptionthe Authority, and the Company in the case of (a)(i) or (a)(iii) above shall deposit or cause to be deposited with the Trustee as trust funds the entire amount (other than moneys repaid by the Trustee or notwithstanding that any paying agent to the Company in accordance with Section 12.04) sufficient to pay at maturity or upon redemption all Securities of such series Bonds shall not have been surrendered for payment, the pledge of the Revenues and coupons not therefore delivered to the Trustee other funds provided for cancellation, including principal (and premium, if any) and any interest due or to become due in this Indenture with respect to such date of maturity or date fixed for redemption, as the case may beBonds, and if in either case all other pecuniary obligations of the Company Authority under this Indenture with respect to all such Bonds, shall also cease and terminate, except only the obligation of the Authority to pay or cause to be paid all other sums payable hereunder by the Company with respect to such series, then this Indenture shall cease to be of further effect with respect to the Securities Owners of such seriesBonds not so surrendered and paid all sums due thereon from amounts set aside for such purpose as aforesaid, and all amounts due the Trustee, on demand of and at the cost and expense of the Company and subject to Section 15.05, shall execute such instruments reasonably requested by the Company acknowledging satisfaction of and discharging this Indenture with respect to the Securities of such series. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably incurred Any funds held by the Trustee in connection with this Indenture following any payment or the Securities of such series. Notwithstanding the satisfaction and discharge of the Outstanding Bonds pursuant to this Indenture with respect Section, which are not required for said purposes, shall after payment of amounts due the Trustee hereunder be paid over to the Securities of any series or of all series, the obligations of the Company to the Trustee under Section 7.06 shall survive. The Company will deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel which together shall state that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied withAuthority.

Discharge of Indenture. If This Indenture will be discharged and will cease to be of further effect as to all Notes and Note Guarantees, and the Trustee, at any timethe expense of the Issuer, will execute proper instruments acknowledging satisfaction and discharge of this Indenture, the Notes and the Note Guarantees, when all amounts due to the Trustee shall have been paid and either: (a1) the Company shall have delivered Issuer delivers to the Trustee for cancellation all Securities of any series theretofore authenticated and all coupons, if any, appertaining thereto outstanding Notes issued under this Indenture (other than (i) coupons appertaining to Bearer Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 2.07, (ii) Securities and coupons that Notes which have been destroyed, lost or stolen and that which have been replaced or paid as provided in Section 2.09, (iii) coupons appertaining to Securities called for redemption and maturing after the relevant redemption date, whose surrender has been waived as provided in Section 3.03, 2.08 hereof and (ivii) Securities and coupons Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company Issuer and thereafter repaid to the Company Issuer or discharged from such trust, as provided in Section 4.03), ) for cancellation; or (ba) all such Securities of such series and, in the case of Notes outstanding under this Indenture (a)(iI) or (a)(ii) above, any coupons appertaining thereto not theretofore delivered to the Trustee for cancellation (i) shall have become due and payable, whether at maturity or as a result of the mailing of a notice of redemption, or (iiII) are by their terms to will become due and payable within one year, or (iii) are to be called for redemption within one year year, under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemptionredemption by the Trustee in the name, and at the expense, of the Issuer, and the Company in the case of (a)(i) Issuer or (a)(iii) above shall deposit or cause to be deposited any Guarantor irrevocably deposits with the Trustee as trust funds in trust solely for the entire amount (other than moneys repaid by benefit of the Trustee Holders, cash in Euros, EU Government Obligations or any paying agent to a combination thereof in such amounts as will be sufficient, in the Company in accordance with Section 12.04) sufficient opinion of a nationally recognized firm of independent public accountants, to pay at maturity or upon redemption all Securities of such series and coupons not therefore delivered to the Trustee for cancellationprincipal of, including principal (and premium, if any, and interest on the Notes outstanding under this Indenture on the maturity date or on the applicable optional redemption date, as the case may be; (b) no Default or Event of Default shall have occurred and any interest due or to become due to such be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit shall not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound; (c) the Issuer or any Guarantor has paid or caused to be paid all sums payable by the Issuer or any Guarantor under this Indenture; and (d) the Issuer has delivered (I) irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or date fixed for redemptionthe redemption date, as the case may be, and if in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company with respect to such series, then this Indenture shall cease to be of further effect with respect to the Securities of such series, and the Trustee, on demand of and at the cost and expense of the Company and subject to Section 15.05, shall execute such instruments reasonably requested by the Company acknowledging satisfaction of and discharging this Indenture with respect to the Securities of such series. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably incurred by the Trustee in connection with this Indenture or the Securities of such series. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Securities of any series or of all series, the obligations of the Company to the Trustee under Section 7.06 shall survive. The Company will deliver to the Trustee (II) an Officer’s Officers’ Certificate and an Opinion of Counsel which together shall state each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied withwith and that such satisfaction and discharge does not result in a default under any agreement or instrument then known to such counsel which binds or affects the Issuer. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of and at the expense of the Issuer. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuer in Article Two and in Sections 4.01, 4.02, 7.07, 9.05 and 9.06 shall survive such satisfaction and discharge.

Discharge of Indenture. If at any time:When (a) the Company shall have delivered delivers to the Trustee for cancellation all Securities of any series Senior Convertible Notes theretofore authenticated and all coupons, if any, appertaining thereto (other than (i) coupons appertaining to Bearer Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 2.07, (ii) Securities and coupons that any other Senior Convertible Notes which have been destroyed, lost or stolen and that in lieu of or in substitution for which other Senior Convertible Notes have been replaced authenticated and delivered) and not theretofore canceled, or paid as provided in Section 2.09, (iii) coupons appertaining to Securities called for redemption and maturing after the relevant redemption date, whose surrender has been waived as provided in Section 3.03, and (iv) Securities and coupons for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 4.03), or (b) all such Securities of such series and, in the case of (a)(i) or (a)(ii) above, any coupons appertaining thereto Senior Convertible Notes not theretofore canceled or delivered to the Trustee for cancellation (i) shall have become due and payable, (ii) or are by their terms to will become due and payable within one year, year or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company in the case of (a)(i) or (a)(iii) above shall deposit or cause to be deposited deposits with the Trustee as trust funds the entire amount (other than moneys repaid by the Trustee or any paying agent to the Company Trustee, in accordance with Section 12.04) trust, amounts sufficient to pay at maturity or upon redemption of all Securities of such series the Senior Convertible Notes (other than any Senior Convertible Notes which have been mutilated, destroyed, lost or stolen and coupons in lieu of or in substitution for which other Senior Convertible Notes have been authenticated and delivered) not therefore theretofore canceled or delivered to the Trustee for cancellation, including principal (and premium, if any) , and any interest and Liquidated Damages, if any, due or to become due to such date of maturity or date fixed for redemptionredemption date, as the case may be, and if in either case the Company shall also pay pays, or cause causes to be paid paid, all other sums payable hereunder by the Company with respect to such seriesCompany, then this Indenture shall cease to be of further effect with respect (except as to (i) rights of registration of transfer, substitution, replacement and exchange and conversion of Senior Convertible Notes, (ii) rights hereunder of holders of Senior Convertible Notes to receive payments of principal of and premium, if any, and interest, and Liquidated Damages, if any, on, the Securities Senior Convertible Notes, (iii) the obligations under Sections 2.03 and 8.05 hereof and (iv) the rights, obligations and immunities of such seriesthe Trustee hereunder), and the Trustee, on written demand of the Company accompanied by an Officers' Certificate and an Opinion of Counsel as required by Section 10.04 and at the Company's cost and expense of the Company and subject to Section 15.05expense, shall execute such proper instruments reasonably requested by the Company acknowledging satisfaction of and discharging this Indenture with respect to Indenture; the Securities of such series. The Company Company, however, hereby agrees to reimburse the Trustee for any costs or expenses therexxxxx reasonably and properly incurred by the Trustee and to compensate the Trustee for any services thereafter reasonably incurred and properly rendered by the Trustee in connection with this Indenture or the Securities of such series. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Securities of any series or of all series, the obligations of the Company to the Trustee under Section 7.06 shall survive. The Company will deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel which together shall state that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied withSenior Convertible Notes.

Discharge of Indenture. If This Indenture shall, upon the receipt of a Company Order by the Trustee, cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of Securities herein expressly provided for) with respect to any series of Securities specified in such Company Order, and the Trustee, at the expense of the Company or, with respect to any time:series of Securities for which there is one or more co-issuers, the Issuers, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture as to such series, when (a) the Company shall have delivered to the Trustee for cancellation either: (i) all Securities of any such series theretofore authenticated and all coupons, if any, appertaining thereto delivered (other than (i) coupons appertaining to Bearer Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 2.07, (iiA) Securities and coupons that of such series which have been destroyed, lost or stolen and that which have been replaced or paid as provided in Section 2.09, (iii) coupons appertaining to Securities called for redemption and maturing after the relevant redemption date, whose surrender has been waived as provided in Section 3.03, 2.07 and (ivB) Securities and coupons of such series for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and, with respect to any series of Securities for which there is one or more co-issuers, the Issuers and thereafter repaid to the Company or the Issuers, if applicable, or discharged from such trust, as provided in Section 4.03), 12.04) have been delivered to the Trustee for cancellation; or (bii) all such Securities of such series and, in the case of (a)(i) or (a)(ii) above, any coupons appertaining thereto not theretofore delivered to the Trustee for cancellation cancellation: (iA) shall have become due and payable, ; or (iiB) are by their terms to will become due and payable at their stated maturity within one year, or ; or (iiiC) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemptionredemption by the Trustee in the name, and at the expense, of the Company or, with respect to any series of Securities for which there is one or more co-issuers, the Issuers; and the Company or, with respect to any series of Securities for which there is one or more co-issuers, the Issuers or, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the Guarantors in the case of (a)(iA), (B) or (a)(iiiC) above shall deposit above, has or cause have deposited or caused to be deposited with the Trustee as trust funds in trust for the entire purpose an amount (other than moneys repaid by the Trustee or any paying agent to the Company in accordance with Section 12.04) sufficient to pay at maturity or upon redemption all and discharge the entire indebtedness on such Securities of such series and coupons not therefore theretofore delivered to the Trustee for cancellation, including principal (and the principal, premium, if any, interest, if any, and Additional Amounts known, at the time of such deposit, to be payable (if any) with respect to such Securities, to the date of such deposit (in the case of Securities which have become due and any interest due payable) or to become due to such date of the stated maturity or date fixed for of redemption, as the case may be, and if in either case ; (b) the Company or, with respect to any series of Securities for which there is one or more co-issuers, the Issuers or, with respect to any series of Securities to which the provisions of Article Fifteen shall also pay apply, the Guarantors has or cause have paid or caused to be paid all other sums payable hereunder by the Company with respect to such seriesor the Issuers, then this Indenture shall cease to be of further effect if applicable, with respect to the Outstanding Securities of such series, and the Trustee, on demand of and at the cost and expense of ; and (c) the Company and subject to Section 15.05or, shall execute such instruments reasonably requested by the Company acknowledging satisfaction of and discharging this Indenture with respect to any series of Securities for which there is one or more co-issuers, the Securities of such series. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably incurred by the Trustee in connection with this Indenture or the Securities of such series. Notwithstanding the satisfaction and discharge of this Indenture Issuers or, with respect to the Securities of any series or of all seriesSecurities to which the provisions of Article Fifteen shall apply, the obligations of the Company to the Trustee under Section 7.06 shall survive. The Company will deliver Guarantors has or have delivered to the Trustee an Officer’s Officers’ Certificate of the Company, such Co-Issuers or of such Guarantors, as the case may be, and an Opinion of Counsel which together shall state Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture as to such series have been complied with. Notwithstanding the satisfaction and discharge of this Indenture with respect to any series of Securities, the following rights of the Holders and obligations of the Trustee, the Company and, with respect to any series of Securities for which there is one or more co-issuers, the Issuers and, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the Guarantors shall survive such satisfaction and discharge: (1) All obligations under Section 7.06; (2) If money shall have been deposited with the Trustee pursuant to subclause (ii) of clause (a) of this Section or if money or obligations shall have been deposited with or received by the Trustee pursuant to Section 13.02, all obligations under Sections 2.05, 2.07, 4.02, 4.03, 6.03, 12.02 and 12.04; (3) Any rights of Holders of the Securities of such series to require the Company or, with respect to any series of Securities for which there is one or more co-issuers, the Issuers or, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the Guarantors to repurchase or repay, and the obligations of the Company of, if applicable, the Issuers or, if applicable, the Guarantors to repurchase or repay, such Securities at the option of the Holders; and (4) Any rights of Holders of the Securities of such series to convert or exchange, and the obligations of the Company or the Issuers, if applicable, to convert or exchange, such Securities into Shares, securities or other property. After any such deposit, the Trustee for such series shall acknowledge in writing the discharge of the Company’s and, with respect to any series of Securities for which there is one or more co-issuers, the Issuers’ and, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the Guarantors’ obligations under the Securities of such series and this Indenture with respect to the Securities of such series except for those surviving obligations specified above.